Episode 4: The Rainbow Connection
by ClassicCartoon27
Summary: Now that Tony is the new Toon Master he has to learn how to balance hero life and normal life...Whatever that is. Will the new Toon Master save Rainbow Land or will the Toon World fall to the hands of Dr. Claw?
1. Wake Up Call

The following story is based off the childhood fantasies of two brothers who watched way too much television in their day. It is a continuation of the Toon Master series of stories featuring our original characters and favorite cartoons. Enjoy and tell us what you think.

_The author does not own any existing cartoon characters, products or locations used in this story. The author is not receiving any monetary gain from this story. No copyright infringement in intended. Any resemblance of original characters, products or locations to real life is purely coincidental. _

**Episode 4 – The Rainbow Connection**

"_Even a thousand mile journey must begin with the first step."_

--- Hadji. The Real Adventures of Johnny Quest

It was an early Saturday morning in the small rural town of Mawaga. The sun hadn't even thought about rising yet. Songbirds were still sleeping on tree branches with their heads tucked under their wings, looking like dozens of multi-colored cotton balls. The streetlights cast a soft glow over the pavement and lawns which was reflected in the morning dew and sparkled like earthbound stars. There was hardly any sound; no breeze strong enough to disturb the red, brown, and gold leaves on the trees or the smooth-as-glass surfaces of the swimming pools that had not yet been covered for the season.

Within all this serenity, something very strange was happening behind one particular house. A vertical beam of white light suddenly appeared, as if the very air had been torn. The beam of light widened until it was a square of white light with thin black lines racing horizontally across it, like a TV with static, and from the square stepped a very haggard teenager with half open eyes, disheveled hair, and wearing the same clothes he had worn yesterday. On his back was a red backpack and in his right hand was a golden sword with a highly polished blade that seemed almost to glow with a light from within. This was the Toon Sword and the teenager, of course, was Tony, the Toon Master-chosen by the Toon Sword and the only person in the world capable of wielding the sword's awesome power.

Tony was dead tired. He had been up all night in the Toon World training with his new friends and teammates, the Super Stars-Penny, Mary, Jim, and Tom. Actually, he had been training all night, every night for the past week. There was a lot of ground to cover if Tony was going to learn how to control the awesome Toon powers he now had. Right now, however, Tony didn't care about powers or training or even the evil Dr. Claw he was training to fight. All he cared about was sleep and since it was the weekend, he was looking forward to a good long rest.

Tony's vision was so blurry it took him three tries to put the Toon Sword into his Max-Pack, which could store an unlimited number of items. He closed the portal and stumbled across the lawn, almost tripping over the garden hose. What kind of idiot leaves a hose just lying across the ground? Oh, that's right. He was supposed to have put it away earlier. Oh well.

Tony carefully unlocked the backdoor and snuck as quietly as possible up the stairs to his bedroom. His room was always a mess. Clothes were strewn everywhere, candy wrappers littered his desk and a ton and a half of action figures were crammed into every available space. The action figures were all of cartoon characters-Sonic the Hedgehog, Justice League, but most of the figures by far were Gundum models from every series.

Usually Tony would stop to admire his collection, but this morning he hardly noticed them. He threw the Max-Pack into a corner, slipped out of his shoes and plopped onto his bed, not even rolling back the covers. He glanced at the clock on his nightstand which read 5:10 in glowing green numbers. Tony closed his eyes and smiled as his head sunk deep into his soft pillows, welcoming him to dreamland.

"RISE AND SHINE, HONEY!"

"Who…wha…wah?" Startled, Tony jerked up and automatically reached over his shoulder for his sword, but got a handful of blanket instead. He pulled the blanked over his head, got tangled up and fell heavily onto the floor. Thrashing around, Tony finally got his head out of the blanket and saw his mother's smiling face looking down at him from the doorway.

"I said rise and shine. We don't want to be late," said Tony's mom in a singsong voice and then left. Tony could hear her going downstairs, probably to the kitchen.

Tony glanced at his clock which now read 5:15. "It's always nice to sleep in on the weekend." He slowly dragged himself up and over to the closet, wrapping the blanket around himself like a cloak. Tony's mom had always been an early riser, but this was ridiculous. She usually let Tony sleep until at least eight on a Saturday before…

Tony suddenly stopped. "Late? Late for what?"

He rushed downstairs, almost tripping over the blanket and went into the kitchen to find his mom fully dressed, scooping coffee grinds into the coffee maker and humming to herself.

"Mom, what did you mean we don't want to be late? Are we going somewhere?"

Tony's mom looked over her shoulder and went "Tisk, tisk" at her son. "Tony, Sweetie, don't you remember? I've been telling you all week that our family reunion party is today."

Tony smacked his forehead. Slag it! He had completely forgotten. It's amazing what traveling back and forth through dimensions will do to your memory. He vaguely remembered Mom talking about it (talking **endlessly** about it), but more than that, he remembered that he really, really did not want to go. It's not that Tony didn't like his family-they were some of the kindest, most loving people you could find-it was just that they were so weird. There were more nuts in his family than in Mr. Planter's, Tony was sure of it. Ranked among the top ten was Aunt Wilma, the cheek pinching queen, who could pinch a kid's cheeks raw in three seconds flat. Then there was Cousin Boris-nobody knew who's cousin he was. Aunt Lydia always traveled with her pet rock, Hermy, in a cage so it wouldn't escape again – don't ask. And of course there was Uncle Philip, Aunt Phyllis and their triplet sons, Philip, Philip, and Philip.

"Do I really have to go?" asked Tony, who was already rubbing his cheeks. "I've been up all night…uh, studying. Yeah that's right, studying."

"Now Tony," said his mom, "we cannot have a family reunion without the entire family. Besides, do you really expect me to believe you were studying on a Friday night?"

"Well, where is the party this year anyway?" asked Tony as he poured himself a glass of orange juice.

"At Uncle Carl's house, of course."

Tony almost spilt juice all over the table at this news. The rest of his family might be nice people, but Uncle Carl was the exception that proved the rule. Uncle Carl was a car salesman who moved out of Mawaga years ago and traveled to "the big city" to seek his fortune and boy, did he find it. Uncle Carl was rich; not Bill Gates rich, but richer by far than Tony's parents. Uncle Carl's wife, Aunt Lucy, didn't work – perish the thought. Instead she and the other rich ladies in their neighborhood took turns hosting lunches, picnics, tea parties, and various other excuses to talk badly about people behind their backs. Then there was Tony's cousin, Damien: Carl and Lucy's son. A bigger jerk, Tony had never met. Cruel, arrogant, and only about one-tenth as cool as he thought he was, Damien did nothing but insult and bully Tony and when Tony would try to stand up for himself, his Uncle and Aunt would accuse him of bullying their perfect little angel.

"Ah, man, this is gonna be a nightmare. Uncle Carl and Aunt Lucy hate me."

His mom rounded on him and scowled. "Tony, we do not use the "H" word in this house." She smiled again. "Besides, your Aunt and Uncle really do care about you. They always ask about you."

_I'm sure_, thought Tony, but he was just too tired to argue anymore and he knew it wouldn't do any good anyway. _I wonder if Penny would believe that I was practicing magic by turning Damien into a donkey. Probably not._ Resigned to the fact that his weekend was now ruined, Tony dragged himself to the table and gulped down some orange juice just as his father, Howard, walked into the kitchen. Howard was tall and thin, like Tony, with black hair (darker than Tony's brown hair) that was just beginning to turn grey at the edges. A neatly trimmed mustache framed his upper lip and a pair of small rectangular glasses sat on his nose. He was already dressed in a pair of tan pants and a sweater with so many colors on it that it was painful to look at.

"Good morning, everyone," Tony's dad said.

"Morning'" mumbled Tony.

"Good morning, dear," said Donna, cheerfully. She started to move towards the table with two coffee-filled mugs, but stopped short. "Oh Howard, dear, I thought you were wearing that brown suit I laid out for you."

Howard held up his hands and said in a patient voice, "Donna, I told you; clothes are a reflection of your current state of mind and influence the attitudes of everyone around you. If I arrive at a party in a suit, which can symbolize discomfort, I could unwittingly lay a blanket of unease across the entire gathering. "

Tony's dad was a physiatrist with his office right in the house. He was constantly explaining the subconscious reasoning behind every little thing and was usually totally oblivious to the fact that no one really cared.

Tony laid his head down on the table. "Speaking of blankets, can I at least get some more sleep? Why do we have to go so early?"

"Yes, dear, why must we go early?" asked Howard, sitting down across from Tony. "The party doesn't start until noon."

"It's a two hour drive to your brother's house and you know I always like to go early to help out with the preparation."

"But I've told you before dear, arriving too early at a party can give the impression that a person is consciously overstepping their boundaries. It will make people believe that you think you are better then them."

"Don't be ridiculous, Howard," said Donna as she placed plates of eggs, bacon, and toast on the table. "I am merely offering my services wherever they may be needed; not intentionally insulting anyone."

"I wasn't saying that you were. It all stems from primitive instincts to mark our own territories, you see."

"Primitive," said Donna, sounding highly insulting. "There is no call for such language, Howard, especially in front of Tony."

"It's only a term, Donna, that…

As Tony's mom and dad continued to argue, Tony looked sullenly down at his breakfast and closed his eyes. _At least I can get some sleep on the ride up._


	2. Hero Training and Family Reunion

Tony really should have known better.

"…so I told Marie that if she really wanted her turkey to come out right, you have to coat the skin with regular butter, not margarine. Well, it was just an innocent little suggestion, but she was offended for some reason and starting complaining about the way I stew my carrots. I don't mind telling you that I have never been so insulted…"

His mom had been talking non-stop since they left the house, as usual, and Tony just couldn't fall asleep. At least he was better off sitting in the back seat than his poor father up front since Donna kept looking over to see if Howard was listening. But then, since his dad was a psychiatrist, Howard had a lot of practice pretending to listen to people. Rather than hear how Marie's home-made dinner had turned out, Tony relaxed in his car seat, closed his eyes, and let his mind wander back to his training sessions over the past week.

Tony quickly learned that you don't just gain ultimate power from a magic sword and you're immediately ready to be a super hero. There is a ton and a half of skills, facts, and lessons the Toon Master has to know. The Super Stars were Tony's teachers. Each one was responsible for a different set of subjects. Mary taught Tony about the history of the Toon World and how to strategize. They usually had their lessons in the War Room, which is a circular chamber below the palace, but not as far down as ACME Labs. Hundreds of televisions screens were constantly monitoring known and suspected trouble spots throughout the Toon World.

Mary's latest lesson had been on the short, but brutal war between the planet of Eternia and the evil force known as the Horde. Tony and Mary had sat at the circular table in the War Room while watching a holographic projection of Eternia.

"As you can see, Tony," lectured Mary, "the Horde made a grave error by trying to storm the Eternia palace through the swamp."

"But, that seems like a good idea," said Tony. Toon History was much more interesting the World History back at school. "If I were Hordac, I wouldn't have expected King Randor to think I'd go through all those killer plants and dangerous beasts."

"Ah, but you see, that was the mistake," said Mary, triumphantly. "King Randor had been expecting the Horde to attack that way and was able to catch them completely off guard and repel Hordac's attack. The lesson, Tony, is to never assume that you are smarter than your enemy. That kind of arrogance will always bite you in the butt."

The hologram switched to a recording of Hordac and his robots retreating through the swamp being chased by a pack of giant sea monsters with really big teeth.

"Yeah, I see what you mean," said Tony.

Jim took a more hands-on approach with Tony's lessons. They spend their time either down in the ACME Labs garage working on the various kinds of crime fighting equipment or in the ACME Labs control center honing Tony's computer and programming skills. Their last lesson had been in the computer lab as Jim tried to teach Tony how to create a simple scanning array program.

Jim's fingers were a blur over his keyboard. "It's just a simple matter of aligning the optical array with the power telemetry synthesizer. The trick is identifying the power signature of a specific bad guy, but since we have the data of most known villains on record, you can use a basic search program to do that. Any questions?"

Jim swiveled in his chair to look at Tony bent over his own computer screen. He did not seem to have realized that Jim had stopped talking or that he had even been talking. "Huh…wha…yeah, sure. Identify the optical power and synthesize with the bad guy. Got it."

Jim went over to Tony's seat. "Have you got your scanning program up and running?"

"Well, not exactly." Tony grinned sheepishly and showed Jim his screen. It didn't show the same scanning grid that Jim's screen did. Instead it showed a crude animation of two girls playing volleyball.

Jim scowled down at Tony. "Tony, that is totally unacceptable."

"Yeah, I know."

"Those girls should be in bikinis."

Even Tom had something to teach Tony, as surprising as that seemed. Tom could act like an idiot sometimes, it was true, but the one area he was brilliant in was chemistry. The guy could barely tie his shoes, but he could whip up an atom bomb faster than Einstein. Tom also gave Tony lessons in Toonatomy, which was the study of Tony's Toon-like abilities and resilience.

Just yesterday, Tom and Tony had been in one of the chemistry labs in ACME Labs. Thousands of beakers filled with different colored fluids took up every inch of table space. The metal walls of the lab had been stained black from the residue of past explosions, whether intentional or not.

Tom held up two glass beakers. The one in his left hand was filled with a clear liquid that looked like ordinary water and the other held some kind of red gummy substance, like Jell-O, which was smoking slightly.

"Now Tony, these elements, while harmless on their own, create a very powerful acid when combined," said Tom, as he poured the clear liquid into the red substance. Within a few seconds, it had turned bright green and was smoking much more.

"But, Tom," said Tony, "I thought we were studying Toon regeneration powers today."

"We are. This is all part of the lesson. The key to Toon regeneration is in the intent of the attacker. See, if a person attacks a Toon and is really trying to kill him, then it is harder for the Toon to survive the damage. But, if the attack is only trying to be funny, then the Toon won't get hurt at all." While he was saying all this, Tom was pouring the smoking green liquid into a squirt gun he had pulled out of his back pocket. "Like so." Tom shot the squirt gun at Tony, dowsing his face in the corrosive liquid. Looking unconcerned, Tom asked, "How did that feel?"

Tony's head was now just a white skull, completely clean of skin, muscle, or hair, but he just sat there calmly at looked around the lab before answering. "Not bad. I feel a little light-headed."

"You see. Comedy equals painless."

"I do see. So, how do I fix this?" Tony pointed to his head.

Tom stood up, placed his hand on the top on Tony's skull, and pushed the skull down into Tony's neck so that now Tony had no head. Then, Tom punched Tony in the stomach, causing his head to pop out of his neck, fully restored.

"There. You're totally back to normal," said Tom, smiling broadly.

"Uh, not quite," said Tony and Tom's smile slide off his face once he realized Tony's head was now on backwards.

And finally, there was Penny, by far the most dedicated and most serious of his tutors. It seemed Penny was determined to turn Tony into a super hero as quickly as possible. She gave lessons on diplomatic policy and combat training. Contradicting, isn't it?

Penny was with Tony in the palace throne room, trying to teach him the fine art of mediating. Tony had never heard anything so complicated in his life.

"When you are acting as mediator between two factions, it's important that they do not think you are trying to take over and solve their problems for them," explained Penny.

"But, if I'm the mediator, then I am trying to solve their problems for them," said Tony.

"Yes, but you have to let them thing they are solving their own problems when it's really you solving them."

Tony was barely keeping up with her logic. He found himself wishing he had stayed in the lab and let Tom spray more acid in his face.

"Certain rulers can be very stubborn," continued Penny. "And some are just impossible to talk to or compromise with."

"How am I supposed to deal with them?"

"Well, you can try the Displayed Force Tactic."

"What's that?" As soon as Tony asked, Penny grabbed his arm and tossed him across the room where Tony hit the opposite wall and hung there, upside down, imbedded in the stone wall.

Penny calmly wiped her palms together. "Sometimes, if you're forced to, you have to throw your weight around."

"Or someone else's weight," croaked Tony. Tony's blurry vision was slowly returning to normal and he saw Penny striding toward him. In his dazed state, he couldn't help but notice that, even though Penny was a fighter, she did look pretty with her long blonde ponytail flung over her shoulders and the intensity in her blue eyes. Best of all was her smile, which made him feel…

"HERE WE ARE!"

His mother's singsong voice roared through Tony's eardrums and his thoughts of Penny were forgotten in the fog of half-asleep, half-awake. He kept his eyes closed, hoping that maybe his parents would forget about him and leave him to go back to sleep, but the impatient prodding of his mother finally forced Tony to, very slowly, unhook the seat belt, open the door, and slide out of the car.

The sun had finally risen to hang like a giant gold coin directly over a mansion in one of the most well-to-do neighborhoods in the entire state. The two story mansion consisted of a main house that was twice as big as Tony's home and two small wings jutting out from the sides. A stone façade covered the outside walls of the ground floor. Two marble pillars flanking the wooden front door held up a second floor landing. Four chimneys rose out of the roof: two on the main house and one on each wing. The mansion sat in the middle of an immaculately kept lawn that was so big only two other houses could fit on the street. A waist high hedge encircled the property and several dogwood trees grew among patches of flowers close to the building.

"I gotta admit, I wouldn't mind living here," said Tony as the three of them walked up the front path.

"I know," sighed Donna, dreamily. "It's a beautiful house and such a well kept neighborhood." She was practically drooling on the sidewalk.

Howard was not as impressed. "It is beautiful, yes, but I've always thought it a tad much for just Carl and his family."

"Please, dear, don't start," scolded Donna. "The rich live more extravagantly that we do." She said this as if it were a scientific fact.

The three family members walked up the front walk, each of them carrying a bowl or platter of home made food that Tony's mom had spent all yesterday preparing. It took all of Tony's concentration to keep his eyes in focus. Donna rang the doorbell and just two seconds later the door was opened by a man of at least sixty wearing a black suit and white neck tie.

"Greetings sirs and madam. Welcome to the estate. I am Worthington, the butler"

"Hello there," said Donna cheerfully. "I know we're a little early. (Howard coughed and Donna looked at him suspiciously before continuing) Are Carl and Lucy around?"

"The Master is outside overseeing the preparation for the party and the Mistress is in the kitchen. May I take your packages?" He reached for the bowl in Donna's hands, but she held it away and pushed right past him.

"Oh don't bother. Just point us to the kitchen."

"Very well, madam. Down that hall to your right."

"Thank you. Come on boys."

"Thank you," said Howard.

"Yeah, thanks Cadburry," said Tony.

"It's Worthington, sir."

Donna lead the way down the corridor with her high heals click-clacking against the hardwood floors. Several framed photographs were hanging on the walls on both sides of the hallway. The soft florescent light bulbs that illuminated each photo gave the impression that you were in a museum. They were all landscapes or cityscapes, but there were no labels to indicate where the picture had been taken, although Tony did recognize the Eiffel Tower in one photo and the Egyptian Pyramids in another.

"I think it's just wonderful that Carl and Lucy get the opportunity to travel so much," said Donna as she gazed fondly at each picture as she passed.

Tony's father leaned over to him and said, "They haven't really traveled to those places. Carl goes out and buys photographs and pretends he's taken them. He's been doing that since we were kids."

Tony smiled slightly. "A car salesman who exaggerates; what are the odds?"

At the end of the hall, they came to a spacious kitchen filled with men and women in white serving uniforms rushing around carrying pots, pans, platters, and plates filled with cheeses, deli meats, rolls, pasta, salads, and sauces. The only person in the room not running around was a woman wearing a long light-green silk dress with her blond hair flowing regally down her back. A wedding ring on her finger with several large diamonds glittered in the sunlight streaming through the kitchen windows. She was standing directly in the center of the confusion and was shouting orders at everyone.

"Hurry up, hurry up, you were all twenty minutes late getting here," she shouted in a nasty voice. "Don't just leave those salads on the counter; they need to be refrigerated. Be careful, the floor was just mopped. Where is the caviar plate I ordered?" She would have continued shouting all day, except that she just noticed the three guests that had appeared in the doorway.

Her attitude immediately changed from slave driver to sweetheart. "Donna, honey, how nice to see you. I wasn't expecting you until later."

"Hello, Lucy dear," Tony's mother responded in kind. "You know us; we always like to get an early start."

_We,?_ thought Tony and he swallowed a yawn.

"Is there anything we can help with? Food? Decorations?" asked Donna.

Lucy gave a small laugh. "Oh no, Lucy, the whole affair is being catered and the servants are preparing the backyard right now."

"Well, here are some homemade goodies, including my famous Potato Salad Surprise. Where should I put them?"

Lucy's smile faded slightly as she noticed the bowls and plates Tony and his parents were carrying. Trying to sound cheerful, she said, "Oh Donna, dear, you shouldn't have. Why don't we put those in the fridge to keep them cool." She gestured to the caterers who took the platters and bowls from Tony and his parents and stuffed them in the very back of the crowded refrigerator. Lucy swiftly guided the three of them out of the kitchen and into the backyard. "I'm sure you and Carl have mounds of catching up to do. See you later." Without another word, Lucy reentered the kitchen and closed the door. Tony could hear her resume shouting at the waiting staff.

Undaunted by this rather rude dismissal, Tony's mom gazed lovingly at the partly decorated backyard. Dozens of tables and chairs were scattered across the expansive lawn. Colored streamers and balloons hung from each tree that ringed the edge of Uncle Carl's property. Uncle Carl himself was overseeing the assembly of a volleyball net in one corner of the yard. He turned as Tony's family approached.

"Howard, you old son of gun, how are you?" bellowed Carl, whacking his brother on the back so hard Howard actually stumbled forward a bit.

"Oh, fine Carl, just fine. Same old, same…"

"That's great. Glad to hear it. Come over and have a look at this," interrupted Carl, who probably hadn't even realized Howard was talking. Not even looking at Tony or Donna, he led Howard over to one of the tables and picked up a small yellow bowl and thrust it under Howard's nose. "Nice, eh? Twenty-four carrot gold. A buddy of mine I play cards with had one of these filled with peanuts and when we got to the bottom of the bowl…heh, heh…well, look." He pointed inside the bowl and Howard peered inside. Tony and Donna looked over his shoulder at the inscription.

_ Nuts to you._

Carl starting laughing like it was the funniest thing in the world. "Great joke, eh? Oh man, that kills me. So, of course, I just had to get them for the party. Five hundred dollars each." He looked very pleased with himself.

"Carl," Howard said disapprovingly, "You wasted $500 on a gold bowl? You could get a package of plastic ones for five dollars."

"Plastic." Carl sounded just as disappointed as Howard had. "That might be good enough for your family little brother, but not mine."

Donna tried to quell the approaching argument. "Boys, please do not fight. This is a day for celebrating family."

Tony yawned as his father and uncle ignored Donna. He dropped into a nearby chair. "At least they're getting it out of the way early this year. Wake me when the fun starts."

Unfortunately for Tony, the two men didn't stop arguing until the first guests started arriving, and then it was "Oh, look how you've grown" and "How is school going?" and "You're so handsome. I bet you're a little heartbreaker." Flitting from one annoying family member to another kept Tony on his toes until he finally managed to make a break for the house to try and find some peace and quiet. However, Aunt Lucy was entertaining guests in there too. There was just one last chance. He knew Uncle Carl wouldn't like it, but Tony snuck through the house until he found his uncle's private den. Tony knew there wouldn't be anyone in there; Uncle Carl didn't even let his wife go in. Silently he opened the door a crack and slipped into find that he wasn't the only one breaking rules today.

"Hello, little cousin. Long time no see." It was Tony's cousin, Damien. He was wearing a black shirt with a flaming skull on his chest and faded jeans with holes in the knees. He was lounging carelessly on the leather couch watching TV. His long black hair hung over his eyes and almost to his shoulders. "Tut, tut. You're not supposed to be in here."

"Neither are you," said Tony.

Damien simply said, "It's my house," totally ignoring the fact that his mom and dad paid for everything in it, including him.

Normally Tony would have come back with some kind of witty remark, but he was too tired to trade insults with his cousin. Instead, he just shuffled to the couch.

"Sorry, this seat is taken," said Damien.

"By who?"

Damien's metal tipped boots made deep indents in the leather cushions when he swung his feet up. "My feet."

"Come on, Damien, I'm tired." Tony hated to beg like this.

Damien just shrugged. "Maybe if you asked nicely and gave me ten dollars."

"Forget it," said Tony. "Besides, that side of the couch has been polluted with your stinky feet anyway."

Damien's face hardened as Tony started to walk way. Damien hated being insulted. He jumped up and grabbed Tony's shoulders, and Tony, in his tired state, acted on instinct. He grabbed Damien's arm and, using Penny's Judo lesson #5, threw his cousin over his shoulder so hard he crashed through the door of the den. The loud cracking of the wood was like an alarm clock to Tony. Now fully awake, he realized what he had just done.

"Oh, slag it," said Tony. "And that door was probably brand new too."

Aunt Lucy's voice carried down the hall. "What was that noise?"

"Oh, gotta go." Tony sped out the room, jumped over his moaning cousin, and saw his aunt storming toward the den. Tony quickly ducked into the first unoccupied room he found, which was the bathroom. He knew that any minute, he'd be found and in humongous trouble. But then, his wrist communicator started beeping.

"Saved by impending doom." Tony pushed a button on his watch and the liquid crystal screen suddenly displayed Penny's face instead of the time.

"Tony, we have a mission. Come to the palace right away."


	3. Mike's Newest Toy

"On my way," said Tony eagerly. He reached into his pocket and produced a small grey remote control box with just a single button. Pointing the remote in the air, Tony pressed the button and a white and black portal to the Toon World instantly appeared. Tony stepped through and was transported from his Aunt Lucy's flower and doily-filled bathroom to the marble pillars and ancient tapestries of the throne room inside the Toon World palace. The portal closed behind Tony with a loud WHOOSH. At the far end of the throne room stood his four friends and teammates, the Super Stars: Penny, Tom, Jim, and Mary.

"Hey, Tony," cried Jim. "So much for your weekend off, huh?"

"Trust me," said Tony. "I would much rather be here than at my family reunion. You guys really saved my neck."

"What did you do?" asked Penny suspiciously.

"What makes you think I did something?" asked Tony, trying his best to look insulted.

"Experience," said Penny. "Now come on, we have to get down to the lab."

"ACME Labs? How come?"

"Mike requested our help on something, but he hasn't told us what yet," explained Mary.

Jim pushed a button on the armrest of the King's golden throne and a tapestry hanging on the wall behind the throne rolled up like a window shade to reveal a steel door and panel. Penny put her hand on the panel, the door opened, and the five teenagers descended down the elevator to ACME Labs. When they arrived, the lab was nearly empty which was very unusual. Various experiments were bubbling, hissing, banging, clanging, and whirling on the hundreds of tables in sight, but there were no scientists or technicians anywhere. The only person they saw was Mike, Head Scientist of ACME Labs, standing next to a large steel box with several flashing lights, two antennas on the top, and an adult-sized door on the side.

Mike turned as he heard the group approach. "Hey guys. Thanks for coming; I appreciate it. I need you to run a little errand for me."

"What king of errand?" asked Mary.

"Well, it has to do with my newest invention," said Mike, proudly patting the steel box.

At the words "newest invention", Tony and the Stars all took a giant step away from the box. Tony had learned quickly that "newest invention" translated roughly into "Danger. Painful situation approaching".

The Super Stars all looked at one another. Finally Penny said in a defeated voice, "Alright, I'll be the one to ask. What is your new invention, Mike?"

"I call it the Molecular Recombinatrix. It will morph you into any person you choose. Perfect for stealth and infiltration if you don't already have morphing powers."

"Wow," said Tom, amazed. "That actually sounds useful."

"Not exactly portable, is it?" asked Jim, gazing at the box which had to be over seven feet tall.

"One step at a time," said Mike.

"Does it work?" asked Tony.

"Well, kind of," said Mike. "Watch. I'll turn myself into you, Tony." Mike pushed a few buttons on the box's consol and stepped through the door. The lights flashed and the box vibrated for about a minute before the door opened again and Mike stepped back out. Admittedly, he did look like Tony, but there must have been a major malfunction. Mike's hair was now pink instead of Tony's brown, his skin was green, his eyes were orange, and his clothes were a tie dye nightmare.

"Whoa, Mike. You look like a paint factory threw up on you," said Jim.

"Tell me about it," agreed Tony. "That is not flattering at all."

Mike looked down at himself before speaking. "I think the problem is in the color regulator. That's why I need you to go to Rainbow Land and pick me up some Color Crystals. If I liquefy the Crystals and fuse them into the regulator, that should solve the problem."

After changing himself back, Mike led everyone to Hanger 2 where all the vehicles used for inter-planetary travel were docked.

"Mike, you know we're glad to help," said Mary, "but don't your technicians usually handle missions like this."

"Usually yes, but all of them are currently busy with another delivery."

"All of them?" asked Mary.

"A package was delivered to ACME Labs this morning by mistake and we are trying to return it."

"You need all the technicians for that?" asked Tom.

"Well the package was supposed to go to Kong Island…"

From the neighboring hanger came an earsplitting roar as the door burst open and several AMCE Labs employees rushed out, grabbed some nearby cattle prods, and rushed back in. Screams and the sounds of electric jolts could be heard over more roaring.

"Don't worry, we'll take care of it," said Mike calmly. "You guys take Toon Force One. It's all ready to go. Hey!" Mike shouted as he turned towards the other hanger. "Bad boy. You spit him out right now. You have no idea where he's been."

"Let's get going, shall we?" said Mary. The Super Stars rushed into Hanger 2 just as a large scaly, thrashing tail starting poking out of the door.


	4. Robot Battle in Rainbowland

Toon Force One was the personal spaceship of the King of Toon World; about as long as a football field and half as wide. The oval-shaped ship was coated with a strong titanium alloy that could block lasers and missiles from enemy spacecraft and even blunt collisions from the front or sides. Two large triangular wings jutted out from the sides with a pair of smaller wings above to improve maneuverability while in the atmosphere. Underneath each wing was a missile turret that could hold up to fifteen missiles each. A pair of laser guns was mounted on the front of the ship and on the roof was another pair that could rotate three hundred and sixty degrees to fire in any direction.

Although the outside of the ship was threatening and deadly, the inside was actually quite comfy and homey. Trips through space could sometimes take many hours, days even, so why not travel in style? Thick carpets covered the floor of the main sitting area. Overstuffed leather armchairs and couches sat in front of a huge 75" plasma screen television which could double as a two-way communication screen. Shelves of books and video game consoles lined the inside walls. Toward the back of the ship were sleeping quarters for royalty, the Super Stars, and any diplomatic guests that might be on board. There was even a fully stocked kitchen and waiting staff that prepared meals and snacks.

The King didn't do much traveling these days, what with Dr. Claw waging war and all, so he let Tony and the Super Stars use his ship. They couldn't be more psyched.

"This is going to be great," said Tony, smiling broadly as he sat down in one of the leather chairs. "My first official mission as Toon Master and my first official visit to a Toon planet."

"You've been to other planets before, Tony," pointed out Mary.

"Yes, but that was just for training or visiting. This is official business," explained Tony, using air quotes for "official business". "Somehow that makes it seem more exciting."

"Just promise us that you won't geek out on Rainbow Brite like you did with Spiderman last week," said Penny.

"I just asked for his autograph," said Tony, shrugging.

"…while he was saving people from a burning building."

"It was only a two alarm fire."

Penny threw up her hands. "I give up."

"It's just unprofessional, Tony," said Jim from across the room. His head was bent in concentration over an arcade game. "You're a super hero now and people expect you to have a certain degree of maturity." At that moment, the arcade game beeped and the screen flashed. "GAME OVER?! Why you stupid…" Jim started to kick the side of the game while yelling venomously at it.

Mary sat down on the chair next to Tony. "I know you're excited and you still haven't completely gotten over the shock of finding out that Toons are real people, but if you keep acting like a crazed fan around every Toon you meet, it will only work against you. As Jim said, it's not professional. As a super hero, and more importantly, as the Toon Master, people have a high expectation of you.

"All right, all right, I'll be good," said Tony. He was frustrated, but he couldn't really get mad at Mary. She was just too sweet.

"Good," said Penny gruffly. "And remember what we talked about. Be sure not to do or say anything to reveal that you're half human."

"Remind me again why it's a bad idea if people know I'm half human," said Tony.

"Well, there is that whole bad-guy-using-your-loved-ones-against-you-if-they-find-out-your-secret-identity thing," said Tom from the couch in front of the TV.

"Besides that, well…," Mary paused, as if unsure how to best say what she wanted. "Most Toons tend to be a bit…intolerant…of humans."

"Intolerant?" asked Tony, shrugging.

"Most Toons seem to think they're a bit…" Mary bit her lip trying to think up a suitable word that wouldn't offend Tony.

"Stupid?" said Tom.

"Primative?" said Penny.

"Barbaric?" said Jim.

"Not the words I would have chosen, guys, but basically yeah," consented Mary. "If word got out that the Toon Sword chose a half-human as Toon Master, people would not only lose respect for you, Tony, but also for us and even the King."

"But that doesn't make any sense," protested Tony.

"It's prejudice, Tony. You can't explain it."

"True."

"Just be sure to keep your guard up," cautioned Penny.

A crackling adult voice spoke over the intercom. "We are now approaching our destination. Estimated time of arrival is five minutes."

"Planet on screen, please," ordered Penny.

The TV screen flickered, interrupting the movie Tom was watching ("Hey, it was at the best part."), and the planet called Rainbow Land was visible. Tony knew from Earth television that Rainbow Land was the home of Rainbow Brite, a kind and caring girl that was responsible for maintaining the color throughout the entire Toon World. Creating color might not seem like an important job to most people, but color was closely connected to emotions. A lack of color could drain a person's energy and make them feel depressed and boring; and two things the Toon World defiantly was not were depressing and boring.

Rainbow Land was small as planets go, much smaller than Toon Town. Most of the surface was covered in lush green vegetation with patches of wildflowers that looked like plates of stained glass on a green carpet. There was no ocean, but several lakes were clearly visible. Also visible was a dark grey spot near the bottom of the planet, similar to the Red Spot on Jupiter. It stood out like an old scab on the world's surface and was surrounded by an everlasting curtain of dark, menacing clouds. This was the area known as The Pits. It was here that Rainbow Brite's main enemies Murky Dismal and Lurky lived and schemed how to erase all the colors from the world.

Toon Force One landed in a clearing just outside of Rainbow Land's only city. As Tony exited the ship, he breathed in sweet smelling air that was so much fresher than any on Earth. Everything seemed so much brighter here: the sunlight, the tree leaves, even the forest animals and Tony felt his own happiness and excitement swell because of that. However, that happiness began to ebb as the team made there way through the city. There wasn't anyone in sight.

"Where is everyone?" asked Tom.

"Yeah, this place is usually Sprite central," said Jim. Sprites were the main inhabitants of Rainbow Land. They were short, furry creatures that came in all colors and spoke in high pitched voices.

"Maybe they're all up at the Color Cave?" suggested Mary. The Color Cave was the mine where the Sprites dug out the Color Crystals which were then refined into the star shaped Star Sprinkles that Rainbow Brite used to spread color.

"I don't like this," said Penny. "It's way too quiet. Even if they were at the cave, there should still be plenty of Sprites in town."

"We might as well go check it out," said Tony. "We have to go up to the Color Cave anyway." So, the Super Stars made their way up the side of a mountain path that lead to a large cave opening lined with a rainbow arch. Patches of multicolored light lined the ground in front of the cave mouth. When the teenagers arrived, they saw several sprites wearing hard hats, carrying picks and slowly pushing cart after cart out of the cave. Each cart was filled to the brim with Color Crystals.

"Looks like everything's okay here," said Tom.

"I wouldn't be too sure," said Tony slowly. "Take a closer look at the Sprites." Tom and the others did and they saw what Tony meant. Each of the Sprites had their eyes only half open and their shoulders were hunched. They moved like sleepwalkers; there was none of the usual spring in their step. Plus, none of them seemed to have notice the Super Stars arrival.

"Hello. Hello!" Tom jumped up and down, waving his arms until they seemed like they would fly off his body, but the Sprites didn't even look his way.

"You're right, Tony. Something weird is going on here," agreed Jim. Unconsciously, he fingered his weapon, a short green rod, attached to his belt. The other Stars did the same with their weapons.

"Come on, let's take a look inside." With Tony in the lead, the Super Stars entered the cave.

Instead of being dark and dank, the Color Cave was a bright a cheerful place. The walls passed through every color of the rainbow and all around them the faint glow that came from the walls themselves generated enough light so that Tony could see everything. And what he saw were Sprites; sprites digging Color Crystals out of the walls and others stacking them in empty carts. These Sprites – just like the ones outside – took no notice of the visitors.

"This is so unlike them," said Mary. "What do you think could have caused this?" She had barely finished the question when a loud grumbling noise came from somewhere deeper within the cave. Tony and the Stars each drew their weapons, getting ready to attack the unseen horrors they were imagining as the noise grew louder, but it was also getting higher in pitch until it became not so much a grumble as a squeak. Three Sprites, a red one, a green one, and a blue one, ran out of a tunnel straight towards the Stars, jabbering away in their gibberish language.

The Super Stars put away their weapons and squatted down, trying to calm the agitated Sprites. "Easy, easy, settle down," soothed Mary. "Tell us what's been going on." The red Sprite took a deep breath and started talking quickly again. Tony was about to ask if anyone could translate for him when he realized that, no doubt due to the Toon Sword's magic, he could understand the Sprite's squeaky language.

"_Big flashes of light in the sky over The Pits. Rainbow Brite went to investigate. Told Color Kids to stay in the Color Castle and Sprites to stay in Color Cave. We stay in here. Keep working. Very nervous. Yellow giants march into cave. Shoot everyone with green lightning from red hats on heads. Sprites all get sleepy. Giants not notice three of us hiding_."

"Yellow giants?" asked Mary to both the Sprites and the Stars. "What in the world are yellow giants?"

It quickly became unnecessary to answer Mary question since at that moment a shadow fell upon the entire group. Everyone looked up to see three towering robots, their heads almost scratching the roof of the cave. The light from the cave walls reflected off their golden bodies. A large ruby sat like an exposed brain on their heads directly above red glowing red eyes that held no emotion.

"Maybe we could ask them what the yellow giants are," said Tom.

The robots just stood still, looking down at the Toons as if they couldn't quite figure out what they were and what they should do about the newcomers.

"What say we get out of here really slowly," suggested Penny.

"What say we get out of here really quickly," retorted Jim.

It seemed that the robots had made up their minds. The ruby on the front robot lit up with a green light. Penny yelled "Move!" and the Stars grabbed the Sprites and dodged just as a green ray shot out of the robot's eyes. The other two robots joined in and soon the cave was filled with blasts of green energy. The Stars took refuge behind rocks and huddled the remaining three Sprites next to them.

"We have to get the Sprites out of here," cried Mary, hugging the blue Sprite.

"We'll have to make a run for it," said Tony. He would have loved to stay and fight, but Mary was right; their first priority was getting the Sprites to safety. Next to Tony was Jim, who was trying to hold on to the green Sprite, but the Sprite was so scared and thrashing against Jim's grip so much that he broke free and ran for the cave opening. Tony and Jim called at him to come back, but the Sprite ignored them. He might have made it since he was behind the robots, but what no one had noticed was that each robot had two additional eyes in the back of their heads. Thus, one of the robots saw the green Sprite and hit it with the green ray. The green Sprite then became slow and hunched and joined the other Sprites at work in the cave.

Tony saw this and realized, "The robots aren't trying to vaporize us. They're trying to hypnotize us."

"Small comfort," said Jim.

Tony turned toward the other Stars who were hiding behind another boulder nearby. "Penny. Help me reflect the rays back at the robots." Penny nodded and drew her sword as Tony drew the Toon Sword. As one, they rolled out from behind the rocks and used their swords to bounce the hypnotizing rays back at the robots. The robots didn't get put under their own spell, but the beams did seem to short circuit them a bit. That was all Tony and Penny needed to slice the invading robots into pieces. The destruction of the robots didn't seem to break the spell on the Sprites though. All of them were still at work, not even glancing at the battle that had happened mere feet from them.

"What are we going to do about them?" said Tony, waving his hand at the entranced Sprites. "How are we going to snap them out of it?"

"We'll probably need to take out the power behind the robots," said Jim. "And you know there's more than just those three hanging around."

"This little guy said the Color Kids were at the Color Castle," said Penny. "We better check to make sure they're okay and then find out what happened to Rainbow Brite."

The Super Stars left the cave and had barely started down the mountain when they noticed some kind of commotion coming from the tall yellow castle in the middle of the city.

"What's going on down there?" asked Tony.

Mary took out a pair of small binoculars and stared down at the city. "It's more of those giant robots. It looks like they're trying to get into the Color Castle."

"Well, let's go turn them into scrap metal," said Tom, punching his palm.

"Yeah," agreed Tony. He drew the Toon Sword and held it up towards the sky.

"BY THE POWER OF TOON WORLD!"

Golden lightning leaped from the Toon Sword and seared through Tony's body, inundating him with awesome power. A brilliant flash of light and Tony now stood as the Toon Master, gold and red costume ablaze in the sunlight and gold cape flapping in the mountain breeze. Likewise, the other Super Stars drew their weapons and transformed into superheroes: Penny in her blue martial arts uniform, Tom in his metal breastplate and fur shorts, Jim in a green jumpsuit and headband, and Mary dressed entirely in back with her face covered.

Going back down the mountain path would take too long. But then, why walk when you can fly? With a giant leap, both Tony and Penny took to the air and sped like a bullet towards the color Castle. Neither Jim, Tom, nor Mary had the power to fly, but they did have ACME brand jetpacks which were almost as good. The quintet of heroes kept low to the ground, weaving around buildings so the robots wouldn't spot them. It only took them a minute to reach the city's center where they found at least fifty of the golden robots pounding on the doors and walls of the Color Castle, attempting to get through.

Tony had a sudden flashback to his very first battle at the Toon Palace where M.A.D. agents had similarly tried to break in. He remembered the fear and helplessness he had felt, but he couldn't let that influence him now. Shaking his head to banish the images, he shot straight for the nearest robot and landed a size 7 flying kick right in its back. The robot toppled over, taking out three others around it. The sound of the crash alerted the other robots to the Super Stars arrival. They abandoned their attack on the Color Castle and advanced on the heroes.

The Stars clumped together, back to back, as they were slowly surrounded. "Right," said Jim, "now let's not be greedy. There're plenty of robots to go around." As one, the Super Stars surged forward as green ray beams flashed in every direction. Jim used his staff to vault over one robot and knock its legs out from under it. Twirling his staff, he just barely blocked a blast from another robot, then shot a green laser of his own from his staff. The laser left a smoking hole in the robot's chest. With a mighty yell, Tom flew out of nowhere onto the robot and started smashing the ruby on the robot's head with his mace. The robot crumbled, but Tom kept smashing.

"Tom. Yo, Tom! I think you got him," said Jim.

Penny was using her expert sword skills to slice the robots apart until a stay beam blasted the sword out of her hand. Attempting to take advantage of the unarmed princess, one robot swung its massive arm down on Penny, intending to crush her. She caught it and used the robot's momentum and her super strength to fling it to the ground.

Mary tried to use her ninjisu powers to throw bolts of lightning at the robots, but she wasn't powerful enough to pierce their golden armor. Switching gears, she drew her sai and began taking out robots by attacking their glowing red eyes. She managed to take out five before she was caught in a rope net that had been shot out of the chin of one of the robots. She tried to cut herself out, but was pulled to the ground and dropped her sai as the robot started to drag her towards it. Summoning her ninjisu once again, Mary disappeared from the net in a puff of smoke. The robot stood stunned for a minute before Mary plunged both sai into its back.

Tony was attempting to battle his way through the robot throng to the Color Castle to make sure the Color Kids were still alright. The Toon Sword easily sliced through the robot's armor. He decided that now was a good time to test the new skills he was learning in his training. Sheathing the Toon Sword, Tony concentrated and began gathering energy in his arms which began to glow a bluish-purple color. When his attack was ready, he faced a line of advancing robots, spread his arms out wide and shouted.

_ "Plasma Pulse_"

Binging his arms together, Tony released the stored energy and a bright blue-purple disk flew from his arms, energy crackling around it. It sliced cleanly through the first robot it hit and managed to damage nine robots behind it before the disk finally dissipated.

"Wow," said Tony, startled by his own strength. "This job just keeps getting cooler and cooler." He looked around and saw that all the robots had been destroyed. Jim and Penny were picking up pieces of the robots and examining them.

"Looks like your standard robot drones," said Jim. "Kinda low tech actually. Definitely not M.A.D. machinery."

"Then where did they come from?" asked Mary.

"We can find out later," said Tony. "Right now, let's check on the Kids." Tony strode to the front door of the Color Castle, but before his hand touched the handle, the door opened to reveal eight kids (two boys and six girls), barely over four feet tall and all looking very nervous. Their outfits and hair were color coded according to the color each Kid was in charge of: Red Butler, La La Orange, Canary Yellow, Patty O'Green, Buddy Blue, Indigo, Shy Violey, and Tickled Pink. All the Color Kids hesitated inside the door frame for a minute, unsure whether the robot pieces lying on the ground might spring up and attack them again.

"It's alright," said Mary softly. "The robot won't hurt you any more."

Deciding that it really was safe, the Color Kids approached the Super Stars with Red Butler in the lead. His flaming hair and dark red cape both wavered in the slight breeze. "Thanks a lot, Super Stars, for helping us out."

Canary Yellow nodded in agreement, her hands folded as if in prayer. "Those horrible machines had almost gotten into the Color Castle." Her voice was almost a whisper and she still seemed very shaken.

Buddy Blue, in his athletic gear, was very excited. "But you showed them a thing or two."

"That's right, my man," said Jim, giving Buddy a high five.

"But who is this?" asked La La Orange in a slight French accent and pointing at Tony who was standing in the background and trying not to look like a fan at a rock concert.

Penny beckoned Tony closer. "Allow us to introduce the newest Toon Master, Tony."

Each one of the Color Kids insisted in shaking Tony's hand and personally thanking him for destroying the robots. Tony took the thanks in stride, but all the same, it felt good to be acknowledged for something. He got precious little of that at home.

"Have you seen any of the Sprites?" asked Patty O' Green, a worried look on her face. "They all just disappeared right before those robots showed up."

"They are in the Color Cave," explained Tony. "It looks like the robots have hypnotized them to work for them."

Shy Violet nodded thoughtfully. "They must have been equipped with some kind of synaptic scrambling device most likely generated by a matrix of lasers in their cranium unit."

"Uh…That's what I would have guessed," said Tony. "So, where is Rainbow Brite?"

All the Kids looked off towards the grey mountains that marked the boundary of the Pits. It was Canary Yellow who answered. "When the Sprites first started disappearing, Rainbow thought it might be one of Murky's schemes, so she went to the Pits with Twink and Starlight. That was hours ago."

Tony turned to his friends. "Rainbow Brite's powers don't work in the Pits. She could be in trouble. We should go and find her."

Penny picked up one of the robots heads. It was so large she couldn't get both her arms around it. "We better have Mike scan this thing first so we know what we're dealing with. Let's get back to the ship. Come with us Kids, you'll be safer."

Everyone followed Penny back through the woods to the clearing where Toon Force One was parked, unaware that up on a mountain peak in the deepest part of the Pits, they were being watched by Smithe, general to the evil Dr. Claw. His dark gray metal armor gave a dull clunk as he shifted his weight from one foot to the other. With his high powered Spy-Noculars, he could easily see every move the Super Stars made. Standing next to him was Dr. Claw's other general, Max, nervously extending and retracting his Element Lance, a powerful weapon capable of creating rockslides, fireballs, cyclones, tidal waves, lightning bolts, and decaf lattes.

"I didn't know the Super Stars were going to be in Rainbow Land," said Smithe, still looking down into the colorful city.

Max glanced at Smithe, down into Rainbow Land, then back up to Smithe. "Dr. Claw isn't going to like this, Smithe."

Smithe glared sternly at Max. "Who are you? Boo Boo?" He casually began observing the Super Stars again. They had just reached the clearing where their ship was parked. "You've got a point, though. Dr. Claw would be very angry IF he knew Tony was here, especially after YOU let him beat us the first time."

"Me?!" said Max indignantly. Before he could argue, Smithe cut him off.

"I guess we'll have to take care of them before Dr. Claw finds out they're here."

Max recoiled from the statement. He remembered their last fight with the Toon Master quite vividly. It had only been Tony's first battle, but he had still managed to easily take down not only Smithe and himself, but a whole army of robotic M.A.D. agents. He was definitely not looking forward to facing Tony again. He tried to calm himself down. "Well, at least this time we've got some allies." He held out his hand as if in introducing the two figures standing in the shadows to Smithe's left and also gazing down at the city.

Smithe scoffed in disbelief. "Right. Our oh-so-powerful allies." He turned to the figures. "A fat lot of good your robots were."

The taller figure, a young woman with bright red hair, turned haughtily away from the two M.A.D. generals. The cape of her black dress fell down the entire length of her thin body and dangled just above the grey dirt. When she spoke, she sounded like a pouting little girl. "It's not my fault. I agreed to capture the Color Kids for you. You didn't tell me another bunch of brats would be coming."

"One of those brats is the Toon Master. Dr. Claw wants him dead."

The other figure, a short stout old man with a long white beard, rushed forward. His skin was green like a Martian's and his eyes burned red just like the robot's eyes. He had sharp fangs like a vampire. "The Toon Master? Are you sure?" He turned to the woman, or rather the woman's back since she still refused to look at any of them. "This new Toon Master is said to be quite powerful, Dark Princess."

The Princess finally turned around. Her scowling eyes were framed by arches of thick purple makeup and her pink lips were pulled back in a snarl. A gold and white crown framed her face. Her red hair gave the illusion that the crown was on fire. Several diamond necklaces hung around her neck and every finger had a jeweled ring on it.

"He's not more powerful than me," she shouted. "No one is more powerful than me."

Smithe chuckled. "Oh, yeah. You really showed him." He gestured down the mountain to the city. "I bet Tony's shaking in his cape right now."

"Shut up," shouted the Princess. She stalked over to Smithe and got right in his face. The anger in her eyes transformed her face into a ghastly mask. The muscles in her arms stiffened and small purple sparks shot out from tightly balled fists. Smithe stared back impassively the whole time.

Max and the squat old man each took one of the Princess' arms and gently pulled her away from Smithe. "Please, calm down, Your Highness," said the old man in a silky voice. "Your power is vast, of course, but why not let M.A.D. assist us in destroying these insects. After all, you have your revenge to think of and these others are not worthy of your attention."

"Let go of me," cried the Princess as she wrenched her arms free. After a couple of deep breaths, she cooled down and her voice regained its child-like quality. "Your right, Count Blogg. I can't afford to waste my time with these brats." She looked at Smithe and Max. "You two can use the rest of my army to destroy those children."

Max bowed deeply. "Thank you, Your Highness. It will be our honor."

Smithe bowed as well, but in a mocking sort of way. "Yes," he drawled, "thank you, you royal pain in the…"

"Maybe we should get back to the hideout and, uh, check on the, uh, prisoner, hmm?" interrupted Smithe.

"Yes, a good idea," said the Princess and without another look at anyone, she started down the mountain path with the Count close at her heels, like an eager dog.

As soon as she was out of sight, Max let out a pent up breath. "You know, Smithe, you could try a little harder to appease the people we're trying to make allies with."

"Oh please," scoffed Max. "She's just a spoiled child who is used to getting whatever she wants. As soon as we get total control of Rainbow Land and the Color Cave, our alliance will be over. The only reason we're working with her at all was so the Super Stars didn't detect a battalion of M.A.D. agents heading for this sticking planet and come investigate, and that really worked out well."

"Well like it or not, we're stuck with her and her lap dog for now, so get over it."

"Yeah, whatever," said Smithe, who had barely been paying attention to Max. "Come on, we'd better head back to the hideout too. Let's see if those other two bunglers we found managed to do their job correctly."


	5. Mary's Solo Mission

"Looks like Rainbow Land has become infested with Glitterbots."

The Super Stars had powered down into their civilian forms. They, along with the Color Kids, were now aboard Toon Force One, crowded around the big screen television in the lounge area that showed a Penny look-alike with purple skin and black and white checkerboard hair. When the Penny on the TV spoke, it was with Mike's voice.

"After I scanned the robot head you brought back, I cross-referenced the data with all the technology we have on record and this is what came up." The screen flashed and now some kind of data sheet was scrolling across the screen. Among several sketches and blueprints of completed and fully-functional Glitterbots and lines upon lines of technical data, there was a photograph of a young looking woman with red hair wearing a gold crown, diamond earrings, and way too much make-up. "The Glitterbots belong to the Dark Princess. She and Rainbow Brite have some history."

"Nothing good, I assume," said Mary.

"You assume correct," confirmed Mike. "Sources indicate that the Dark Princess almost plunged the entire Toon World into darkness years ago just so she could have the diamond planet of Spectra for her own. Apparently, she has a real thing for gems."

"But, Rainbow defeated the Princess," said Canary Yellow. She said it like she was pleading for Mike to confirm that.

"True, the Princess was defeated. The ship she was going to use to steal Spectra blew up." Canary's relief was short-lived. "However, it was confirmed after the victory that an escape pod had been jettisoned from the ship prior to the explosion. Plus, no evidence of the Princess was ever found among the ship's wreckage."

"And now, there are Glitterbots in Rainbow Land," said Penny. "Smells like revenge to me."

"Actually, that could be those burritos I had for breakfast," said a red-faced Tom.

"Let's go with revenge," said Tony quickly. "We already blasted apart the Glitterbots. All we have to do now is run the Princess out of town, right?"

"We blasted apart the Glitterbots that were HERE," said Penny pointedly. "Who knows how many more there are."

"I can initiate a remote scan using the ship's equipment," said Mike. "It'll take a little time, though. I'll have to reconfigure the scanners to search for Glitterbots instead of M.A.D. agents."

"Get to it, Mike," said Penny. The multicolored image of Penny saluted and the communication screen went blank. The real Penny addressed the others. "It'll probably take a couple of hours to reconfigure the scanners."

"What are we supposed to do in the meantime?" asked Tony.

La La Orange spoke up. "I'm worried about Rainbow. She should have been back long ago."

"We really should check on her," said Jim. "But, we can't all go marching into the Pits. That's where the Princess is sure to be. She'll have the upper hand there."

Tony was eager for more action. "I could use the Invisible Woman's power to sneak in and look for Rainbow Brite."

"No, Tony," said Mary. "I think I should go. I'm better at stealth than you."

Tony was looking really disappointed. "But, I…"

Mary spoke gently. "I know you're eager to help, Tony, but you can't do everything yourself. That's what teams are for. Besides, you might be needed here if more Glitterbots attack."

"She's got a point," said Jim.

Tony was still a little let down. However, he had to agree with Mary. He had seen too many heroes on television get into humongous trouble just because they tried to do everything themselves. Stealth wasn't really Tony's style, anyway. He was more of a head-first-into-the-fray kind of guy.

"Okay," said Tony, "but you be careful."

Mary nodded, then drew her sai out from behind her back and held them up high.

"SUPER STAR POWER!"

A brilliant flash of light and Mary was transformed into her black ninja outfit and face mask. She slid her sai into the sheaths hanging on her belt and exited the ship, followed by the other Stars.

"I'll call on my wrist communicator when I find Rainbow Brite. See you later." Mary squatted down and leapt onto the overhead branch of a nearby tree. Leaping from branch to branch she was soon swallowed up by the foliage and out of site.

"Well, what do we do in the meantime?" asked Tom.

"I guess we'll just have to wait until Mike gets back to us," answered Penny.

"I'm not going to be able to stand just waiting around here," said Tony. "Let's at least go back to the Color Cave. Maybe we can do something for the hypnotized Sprites. Maybe we can figure out a way to snap them out of it."

Jim and Tom agreed that it was better than just loafing around in Toon Force One. Penny hesitated at first, but finally decided that it couldn't hurt and she didn't really want to just wait around either. She did insist that the Color Kids and the two Sprites they had rescued earlier stay inside the ship where it was safe. The Kids reluctantly complied and the four teenagers set off once more up the mountain trail to the Color Cave.

**As the four super teens made their way to the Color Cave, Mary continued her solitary journey into the Pits.**

Mary had been traveling for about a half hour now and was deep within the desolate landscape that made up The Pits. Every footstep stirred up small clouds of dust. The trees and other vegetation, so abundant in Rainbow Land had stopped abruptly once Mary reached the boundary of the Pits and had been replaced by grey mountains of dead rock. It was as if someone had taken a sponge and simply soaked up all color from the world. The instant Mary had set foot in the Pits, she had noticed a change in the very atmosphere. Whereas the forest had been warm as a summer day, the air in the Pits carried a chill that reached right down to your soul. Mary could feel a sense of depression and hopelessness trying to take hold of her. The crash of sporadic lightning bolts seemed magnified in the otherwise dead silence. No forest animals dared to venture here. Mary had a hard time imagining any living thing surviving for long in this place.

It took a considerable amount of willpower to keep herself moving forward. She had to start looking for Rainbow Brite, but she had no idea where to start. The vast emptiness of The Pits stretched on forever. _Oh well_, she thought, _when you don't know where you're going, one direction is as good as another._

Before she could start her search, Mary froze. She thought she had heard something: a low humming noise coming from somewhere ahead and to her left. She took out her binoculars and had a look. She couldn't see anything except a large dust cloud on the horizon. Thinking it might be Rainbow Brite's horse, Starlight, Mary sprinted toward the cloud. When she was close, she hid herself behind a large rock. She didn't want to take any chances. Mary climbed the rock and slowly peered over the top with the binoculars.

Through the binoculars, Mary could see the dust cloud had been kicked up not by a horse, but by a small hover craft flying low just barely over the ground. There was a green-skinned man with a white beard at the controls. Mary recognized the woman sitting in the passenger seat as the Dark Princess from the data file Mike had sent. Mary focused past them and jolted in surprise when she saw Smithe and Max in the backseat of the ship. She hadn't expected to see them, but she knew exactly what they were doing here. Dr. Claw was always trying to make allies of the other Toon World villains and did his best to keep it secret from the Super Stars. She could only imagine what Claw had promised the Dark Princess in return for her help.

Smithe and Max's appearance here could actually be a good thing. If something had happened to Rainbow Brite, they had certainly been the cause. Stowing her binoculars, Mary quickly climbed back down the rock. The ship was going to pass right by her hiding place. Just when it was a few seconds away, Mary made a series of quick hand signals to summon her Ninjitsu powers.

"_Ninjitsu Water Style, Camouflage_."

Immediately, Mary's skin and clothes changed colors to match the surrounding area. Since the surrounding area was grey, the change from her black outfit was not exactly drastic, but it created the illusion that Mary had disappeared. Mary got on her stomach and crawled out from behind the rock directly into the ships path. Flipping onto her back, she only had to wait a second before the ship passed over her. When it did, she sprang up and grabbed the belly of the ship, using her chakra energy to stick to the smooth metal surface. The camouflage effect faded away as Mary held on to the ship as it zoomed along the barren landscape. The thick dust forced her to close her eyes. Just as well, as she couldn't see anything from underneath the hover craft. At least her face mask kept the dust out of her mouth.

After a few minutes of travel, the hover craft inclined as it sped up along a steep mountain trail. Mary had to exert a little more energy to keep from slipping off. Soon the hover craft leveled out again and slowed to a stop. Mary remained motionless as she heard four voices getting out of the hovercraft.

"I just hate what all this dust is doing to my dress, to say nothing of my hair," said a bratty young voice.

"I'll have your dress dry cleaned as soon as we get home, Your Highness," said an older voice that sounded eager to please.

"Well, what about my hair?"

"I could shave it off for you." Mary recognized that voice as Smithe.

"WHAT?"

"He didn't mean it, Your Highness. He didn't mean it," soothed the older voice. Mary heard a set of footprints rapidly clacking way on the stone floor and another set shuffling along behind. Mary looked down and saw a pair of black metal boots and a pair of green shoes loitering beside the ship.

"What about my hair?" mocked Smithe in a fake feminine voice. "Give me a break."

"I know," said Max in that long-suffering tone of voice men use when they talk about women when there are no women around. "She sounds just like my sister."

The two generals finally followed after the Dark Princess and the old man. Mary waited until she could no longer hear the sound of footfalls. Only then did she release the energy in her fingertips and drop to the hard stone ground. Mary cautiously crawled out from under the hover craft, but only about halfway. Lying on her stomach, she looked around. She was in some kind of tunnel. The villains had parked right near the mouth, but the muted grey light outside only barely lit the inside of the tunnel. Mary was now quite sure she was alone, so she stood up and started down the tunnel moving as silently as possible.

Small phosphorescent lights placed on the walls provided just enough light to see that the tunnel continued on in a straight line. Mary crept along, listening intently to make sure she stayed well behind Smithe and Max and also that no one was staying behind her. After a few minutes the tunnel forked and became two tunnels. Mary put a hand to her ear, but by now the voices were faint and the echo in the cave made it difficult to tell which way the villains went. Going on instinct alone, Mary chose the passage on the right, which ran at an uphill slant.

After ten minutes of walking and neither seeing nor hearing anyone, Mary was sure she had chosen the wrong way. She turned around to go back and try the left passage when suddenly she heard the Dark Princess.

"…and on top of all that, there's a rock in my shoe."

Mary could hear her so clearly that at first, she spun around, thinking the Princess was right on top of her, but there was no one there. Mary looked down and saw a rectangular vent in the wall along the floor. She bent down to look though it and saw a room filled with beakers and test tubes filled with disgusting-looking concoctions sitting on grey stone furniture. Large round windows with no glass showed the cloudy sky outside. Along the far wall, just barely within Mary's line of sight was a large steel cage. Inside that cage was a white horse with a rainbow tail and mane, a white Sprite, and a young girl with large blond hair wearing a blue dress with multicolored sleeves: Starlight, Twink, and Rainbow Brite. So that's why they hadn't come back. All of them looked thoroughly depressed.

There were two Glitterbots standing guard in front of the cage. The only other person in the room was a tall muscular man with purple skin wearing some kind of uniform. His white hair was in a ponytail that reached all the way to the floor. His expressionless face looked like it had been made from the same stone as the furniture. A large Blaster Gun sat in a holster on the man's hip. Mary had no doubt that he was well practiced at using it.

The Dark Princess and the old man entered the room followed by Smithe and Max. The muscular guard stood at attention and locked his eyes on the Princess. She all but ignored him.

"The prisoners are secured, Your Highness," said the guard in a stiff voice that matched his complexion. The Princess was busy extracting the rock from her high heeled shoe and didn't bother to answer.

The old man addressed the guard instead. "Good, but another problem has arisen, Sergeant Zombo." He told the sergeant about the Super Stars involvement in the failed capture of the Color Castle. "Something must be done about them."

Twink bounced up and down, shaking his red-colored arms and legs. "You won't get away with this," he squeaked. "Rainbow will find a way to stop you." Twink was the only Sprite in Rainbow Land who could speak English.

The Dark Princess stared haughtily down at Twink and stifled a giggle behind her hand. "Ha. She is in no position to help anyone."

The truth of the Princess' words seemed to deflate Twink. He sat down with a hard thud. He looked close to tears as Rainbow placed a gentle hand on his head and smiled. "Don't you worry Twink. We'll get out of here somehow. The Toon Master will help us."

Sergeant Zombo seemed unconcerned. He looked right into the eyes of Rainbow Brite, who did not look away. "An entire battalion of Armored Glitterbots is standing by in our orbiting warship. They will crush any opposition." He was no doubt certain that five teenagers couldn't possibly be that much trouble.

Max leaned close to Smtihe and whispered, "After all the resources Dr. Claw spent upgrading those robots, they had better or else we…"

Whatever else Max was going to say was stopped in his throat as the loud roar of a motor could be heard coming from the tunnel they had walked through, along with a metallic squeal and a lot of angry shouting. Everyone, including Mary, looked toward the room entrance as the sound grew louder until there was a crash and a giant cloud of smoke blew in through the door. Mary managed to avoid breathing in the smoke, but the villains and their captives were not so fortunate.

*gasp* *choke* *cough* *salamander* *wheeze*

As the dust settled, two figures emerged from the cloud. One was Murky Dismal, arch nemesis to Rainbow Brite: a short blue-grey-skinned man with a bushy mustache and dressed in dull grey clothes and a metal cap with a spike on the very top. Just behind him was Lurky, Murky's dim-witted henchman: an overgrown brown-furred sprite that stood much taller than Murky, but not quite as tall as Smithe or Max. His red sneakers were always untied and he possessed a child-like mentality that made it easy for Murky to control him.

"Can't you watch where your going, hairball?" demanded Murky in between choking on the dust.

"Sorry, Murky," said Lurky, eyes downcast. "But I had to go around that other car."

"What kind of an idiot would park their ship right in the middle of…"

"What was that about my ship?"

Murky's words stopped dead in his mouth. He slowly turned and saw who was in the room. He saw Smithe, Max and Sergeant Zombo standing by the cage that held Rainbow Brite. He saw Count Bloog staring at them with unblinking red eyes and he saw the Dark Princess in the middle of brushing dust off her dress and looking down at him with a venomous glare.

The Princess stalked over to Murky who was now shaking with fright. "What did you call me?"

"I…I…I didn't mean anything by it, Your Highness. I…I didn't know the ship was yours, heh heh. It's quite beautiful. Is it an import?"

The Princess bent down until her nose was almost touching Murky's. He could see his reflection in the Princess's dark eyes. She spoke in a deadly whisper. "You didn't hit my ship, did you?"

"Ah, ah…no. No, of course not." The Princess apparently did not believe him. Her face twisted into an angry knot and sweat broke out on Murky's forehead. "Well, it's nothing that can't be buffed out."

"Yeah, once you put the doors back on," added Lurky cheerfully, completely oblivious to the Princess's anger.

"WHAT?" The Princess grabbed Murky by the neck of shirt and hoisted him up to eye level. She raised her hand and pulses of violet lightning raced across her skin. Murky started to babble and beg as the Princess made ready to unleash her power when Smithe interrupted.

"Enough. Knock it off. We have more important things to worry about."

The Princess looked ready to disagree, but she dropped Murky roughly on the ground and continued to glare at him.

"Did you get it?" asked Max.

"Oh yes, indeed." Murky jumped up, went over to Lurky and reached into his fur.

"He he he. That tickles, Murky." Lurky's thick fur is an excellent storage space for any number of small items. The trouble is, once you put something in there, it can be very hard to find it again (kind of like losing the remote in the couch). It took Murky several seconds before he finally found what he was looking for and pulled out a small, tear drop shaped glass bottle plugged with a cork. Inside the bottle was a swirling mass of dark grey gas. One would almost think it was just a cloud in a bottle, except this cloud has two eyes that stared out angrily.

Murky held the bottle gingerly, as if it might suddenly explode, as he addressed Smithe and Max. "The Glitterbot diversion worked perfectly. Those retched Color Kids were so worried about the robots that they didn't notice us sneaking into the Color Castle and taking this." He handed the bottle to Smithe.

Smithe looked at the bottle and nodded. "Well done, boys. I honestly didn't think you could do it."

"I still don't believe it," muttered Count Blogg.

"So, does this mean I'm in M.A.D. now?" asked Murky hopefully.

"Well, let's just say you show promise," said Smithe evasively. Smithe would just as soon let Abis Mal join M.A.D., but orders were orders and they did have a bargain to keep. "As promised, you may have the Color Belt." Smithe pointed at a stool standing against the wall and Murky looked greedily at a thick blue belt with an arched rainbow as the buckle. This simple looking belt was the source of Rainbow Brite's power. When energized with Star Sprinkles, it could create any color a person could think of. Murky had been trying for years to acquire the Color Belt so he could reverse its power and destroy all color everywhere.

"Ho, ho. Wonderful," said Murky. He was about to grab the belt when Max slapped his hand away.

"…after we have conquered Rainbow Land."

"Oh, yes. Of course," said Murky, messaging his hand.

"And Your Highness will get Rainbow Brite," said Smithe, still looking at the bottle.

"And I can finally have my revenge," said the Princess, laughing.

"I hope you have a good time with the Princess, Rainbow Brite," said Lurky, who thought Rainbow was going on some kind of weekend visit.

Murky, who knew better, looked into the cage and grinned at the thought of what awaited his enemy. "Yes, have fun Rainbow Brite." When Murky turned around again, he saw Smithe pulling at the cork stopper of the bottle. Murky was horrified.

"Wait. Don't. Not here," pleaded Murky.

Smithe ignored him and pulled the cork free. Immediately, the dark cloud spilled out of the bottle, like a genie from a lamp. It gathered above the heads of the collected villains. It was right near the vent. Mary edged away as far as she could while seeing what was going on. The cloud grew larger, forming a torso with two muscular arms and a small head, but no legs. Finally, a face appeared on the head, looking a lot like Murky.

"Greetings Monstromurk," said Smithe.

"How very…muscular," said the Princess with a small smile.

"I am free once more," shouted the Monstromurk in a deep voice that seemed to shake the stone walls. He looked down at the people below him and immediately spotted Murky, hiding underneath the table.

"You!"

The Monstromurk threw the table across the room. Max and Count Blogg dodged out of the way as beakers smashed into the wall releasing foul smelling liquids. Murky was cowering on the floor like a trapped rat. The Monstromurk reached down and grabbed him in one giant could hand.

"I haven't forgotten you and the way you imprisoned me for seven hundred years."

"Aw, Murky. He remembers you," cooed Lurky.

"Then you put that mind controlling crown on me and made me your slave."

"It looked really good on you," said Lurky.

"Lurky, shut up," shouted Murky. He struggled against the grip of the monster he had created so many years ago, but its strength was too great.

"I'm going to crush you." The Monstromurk started squeezing. Murky's eyes bulged out and his head swelled.

"You know, you should be thanking him," said Smithe.

"What?" The Monstromurk couldn't believe he had just heard that. He rounded on Smithe. "Thank him for making me a prisoner."

"No," said Max. "You should thank him because he helped set you free."

Murky tried to speak, but his throat and his lungs were being crushed. "Yes…freed…you," he managed to wheeze.

"And why did you free me?" asked the Monstromurk, looking between Smithe and Max and ignoring Murky.

"We wanted to make you an offer," said Max. "You see, we work for Dr. Claw."

"Who?"

"The leader of the M.A.D. organization and someone who can make you very powerful," explained Smithe.

"I am already powerful," said the Monstromurk, throwing out his smokey chest.

"Of course," said Max. "But, you could be so much more powerful. You could be a king. King of Rainbow Land."

The Monstromurk considered this. He rubbed his chin in thought. Now that they had him hooked, Smithe pressed their advantage. "Help us to destroy the Toon Master and the Super Stars and this planet will be yours to rule."

The Monstromurk grinned evilly and dropped Murky on the floor. "I accept."

"Excellent," said Smithe. "Then let's go down to the city and flush out those heroes."

"Sergeant Zombo, you stay here and guard my prisoners," ordered the Princess. The stone-faced soldier saluted and took up a guard position between the two Glitterbots. The Princess left the room with Count Blogg following close behind and the Monstromurk floating just overhead.

"Come on, Melon Head," Murky said to Lurky as they made their way to their car, the Grunge Buggy.

Smithe stopped them before they left the room. "Why don't you guys stay here and help Sergeant Zombo guard the prisoners?" Smithe didn't want these two idiots anywhere near the battle. If they weren't there, they couldn't screw it up.

Zombo's black eyes stared right at Smithe. "I do not need any help."

Smithe was getting annoyed. "Well then, stay here to guard…" he looked around wildly for another excuse, then realized he was still holding the bottle the Monstromurk had been in. Smithe made sure the smoky monster was out of the room before thrusting it at Murky. "… this bottle. Yeah, guard the bottle. You and Lurky keep it safe just in case …uh…the Monstromurk proves difficult to control."

Murky beamed with pride. "You can count on us. We won't let Dr. Claw down."

"Yeah, that great." Smithe pushed Max quickly out the door before Murky could say another word. Mary watched the two of them leave and then she waited a minute longer. Once she was sure they weren't going to come back in, Mary quickly and quietly remove the grate from the vent.

"Hey Murky, can I hold the pretty bottle?" asked Lurky. He tried to take the bottle as Murky held it out of his reach.

"Keep your hands off, nitwit. I don't want you ruining this opportunity. Once we join M.A.D., we'll be able to get anything we want." He held up the bottle in one hand. "I'm not letting this out of my sight." In a blink of an eye, the bottle was gone.

"Wha?" Murky stared, confused, at his now empty hand. He checked his other hand to make sure it wasn't there. "Where did it go?"

"Don't worry, Murky. She has it." Lurky pointed to someone behind Murky.

Murky spun around and saw Mary towering over him with the glass bottle in her hand. "Here's your 5-cent deposit." Mary gave Murky a swift ninja kick right on the chin and sent him flying across the room where he smashed into the far wall and slide down to the floor, unconscious.

"Murky, are you ok?" Before Lurky could rush over to his friend's aide, Mary held out her hand which had a very small pile of orange powder sitting in her palm. She blew gently on the powder. It swirled around Lurky's immense nose. His eyes immediately became droopy and with a quick "Nighty night" was fast asleep on the floor.

As soon as Lurky hit the floor, Mary heard the sound of a blaster being cocked and looked up to see Sergeant Zombo aiming right for her.

"Impressive how you dispatched those losers, but your little rescue operation stops now. Take her." The command was addressed to the two Glitterbot guards. Their ruby heads started to glow as they charged up their hypnosis beams. Mary reached behind her to a pouch in her belt and drew out three metal shurikans-small circular blades with sharp points facing outward in a sunburst pattern. Mary let the shurikans fly, barely taking the time to aim. Two hit the Glitterbots in the center of their ruby heads and split the crystals down the center. Their hypnosis beams were interrupted. The third struck Zombo's blaster causing it to short circuit. Zombo threw down his broken blaster and drew a wickedly curved knife as Mary rushed toward the trio of guards. Zombo slashed, but all he hit was air as Mary had leapt high and toppled both Glitterbots with one split kick. She landed another kick on Zombo on her way down and knocked him out.

Mary rummaged around in Zombo's pockets until she found the key to the cell. Once she unlocked it, Rainbow Brite, Twink, and Starlight are scrambled out, a little weak, but immeasurably grateful.

"Thank you. Thank you. Thank you," squeaked little Twink, bouncing up and down in his excitement.

"Yes, thank you," said Starlight in a dignified way as he threw back his head. His mane of rainbow hair fell handsomely across his long face. "I shutter to think what the Dark Princess had in store for us."

"We can never thank you enough," said Rainbow Brite sweetly.

"No thanks necessary," said Mary. "I believe this is yours." She held out the Color Belt to Rainbow Brite. As soon as Rainbow put the belt on, it glowed for just a second. It was showing that it was happy to be back where it belonged.

With her belt back, Rainbow Brite was all business. "We have to get back to Rainbow Land and stop the Princess' army."

Mary was in full agreement. "The other Super Stars are already there, but I don't know how long they can hold the city. They'll need our help."

Starlight threw back his head again. "Then everyone hop on. Being the most magnificent horse in the universe, I can get us out of these Pits in no time."

"Rainbow, here, the Star Sprinkles," said Twink. "They didn't bother to take them once they had your belt." The little Sprite reached into a yellow star-shaped pouch on his belt and pulled out several star-shaped crystals and gave them to Rainbow Brite.

"Thanks, Twink. We've been in the Pits so long; my belt really needs a recharge."

You'll have to do it on the way there," said Mary. She, Twink, and Rainbow Brite climbed up onto Starlight who ran out of the room quick as a flash, kicking up a cloud of grey dust behind him. There was coughing noise from a corner of the room. Murky had inhaled the dust and choked himself awake. He was still groggy from hitting the wall, but it didn't take him long to see the empty cage, the fallen guards, and the missing belt and bottle.

"Lurky!" Lurky was still asleep from Mary's powder. Murky rushed over and tried in vain to lift the large Sprite off the ground. "Wake up you hairball. We're in big trouble."

"Oh, just five more minutes, Mommy," muttered Lurky.

Murky pulled a Megaphone from a drawer and pressed it right up to Lurky's face.

**"WAKE UP!"**

Lurky jumped straight up in the air, bashed his head against the ceiling, and crashed back down onto the floor. As her messaged his head, he looked around for Murky, but couldn't see him.

"Murky. Oh, Murky. Where are you?"

"Down here, you oaf. I'm down here," said a muffled voice coming from right under Lurky. He stood up and saw Murky laying flat on the floor. Lurky picked Murky up and stretched him out.

"Lurky, quick. We have to get to the Grunge Buggy."

"Oh goody. I love car rides."

Murky grabbed Lurky's nose and pulled him down so they were eye to eye. "Listen up Banana Beak. That girl freed Rainbow Brite and stole the Monstromurk's bottle. If Smithe and Max find out about this, they'll destroy us. We have to catch them. Let's go."


	6. The Sprite Rescue

Rapid breathing and heavy footsteps could be heard coming out of the Color Cave opening. Hypnotized sprites with dazed looks were still filing the carts with color crystals, oblivious to anyone or anything else. Tom, in his normal form, came rushing out of the Cave mouth holding a red Sprite. He set the sprite down and immediately ran back into the cave. Before Tom had even left, the Sprite slowly turned and headed back into the cave to continue working. Tom came rushing out again, this time with a green Sprite. He put the Sprite down and ran back into the cave, apparently not noticing that the red Sprite had not stayed outside and now the green one was going back into the cave as well. For the third time, Tom ran out of the cave with a blue Sprite, but before he set it down, he turned to his right and said, "I could use some help guys." Dropping the sprite, he once again ran into the Cave.

Tony, Jim, and Penny stood on the side of the Color Cave opening.

"Shouldn't we tell him that's not going to work?" asked Tony.

"Eh. Let him keep going. At least he's getting some exercise," said Jim.

"How much longer on converting those sensors?" asked Penny to her wrist communicator.

"Any minute now," answered Mike's voice. The picture screen showed the Toon World King with white clothes and black skin.

Tony was feeling impatient. Mary had been gone for almost two hours now. Since she hadn't reported in, they assumed she hadn't found Rainbow Brite yet. At least, he hoped it was that and not something more serious.

"I can't stand just standing around here," said Tony.

"Would you rather sit?" asked Jim.

"You know what I mean. I feel like we should be doing something other than waiting."

"There's not much we can do, Tony," said Penny impatiently. "Once Mike finishes the scanners, we can find the rest of the Glitterbots and destroy them."

"Well, there must be something I can do in the meantime; some way I can help the Sprites right now," said Tony. He thought for a moment. "Hey, they're hypnotized right? So, how about if I use a psychic Toon power to break the spell on them?"

"I don't think so, Tony," said Penny, shaking her head. "Psychic powers are probably too advanced for you right now. We haven't covered them in your training…"

"BY THE POWER OF TOON WORLD!"

Penny's speech was cut short as she was blinded by golden lightning that transformed Tony into the Toon Master. Completely ignoring Penny's warning, he positioned himself at the entrance to the Color Cave. Now, which Toon should he use? Who did he know of that was a psychic? Hadji from Johnny Quest has mental powers, but probably not the right kind for this job. Perhaps he could use J'onn J'onzz, the Martian Manhunter, from the Justice League. Jean Grey from the X-Men was powerful, alright…no, wait. If Tony was going to use an X-Man, he had to go with Professor X, the most powerful mutant psychic there was. Perfect.

Lifting his sword in the air, Tony shouted, "_Professor X!"_ At first, it didn't seem like anything had happened. Then, Tony slowly began to feel something – something in his head. It felt like a great pressure had been lifted from his brain, almost like his skull was expanding. He closed his eyes. All the incidental sounds of the surrounding environment – the leaves rattling in the breeze, the clack of the Sprite's footsteps on the stone ground, the squeaky wheels of the mine carts – all faded away and in their place, Tony heard voices in his head.

_This is a bad idea. That over-eager idiot is likely to hurt himself._

_ I can't blame Tony for being impatient. Both Mike and Mary are sure taking their sweet time._

_ Run. Run. Run. Stop. Drop Sprite. Turn around. Run. Run. Run_.

But the loudest and most powerful voice by far simply kept saying: _Obey the Dark Princess. Give her the Color Crystals._ _Obey the Dark Princess. Give her the Color Crystals._ The message repeated over and over again in a quiet, but insistent whisper. Tony though he could just barely hear another noise beneath the drone of the repeating message, like a layer of static on a badly-tuned radio station. Tony tried to focus his mind on that noise, which was actually several different noises or rather, several different voices. He couldn't understand what the voices were saying. They were being overpowered by the hypnotic message. Tony thought he could sense something, though. He felt fear from not knowing what was going on and a desperate plea for help.

Tony tried to draw on more of Professor X's psychic powers and delve deeper into the Sprites' minds. He was sure that's what he was listening to. The Glitterbot's hypnotic message "_Obey the Dark Princess"_ appeared before him like a mental wall, preventing further access to the Sprite's. Tony pushed against the message, but it didn't budge. Then, the message pushed back against Tony. He hadn't been prepared for that and didn't have a defense ready. The hypnotic power flooded into Tony's mind, like water in a sinking boat. Tony felt like he was drowning. He struggled vainly for air as the message grew louder and louder until it threatened to drive all other thoughts from his mind.

***SMACK***

Suddenly, the hypnotic message was gone leaving Tony weak and unable to fight the darkness that engulfed him. The next thing he knew, he was laying on his back staring up at a blue sky, one male face filled with concern and one female face etched with anger.

"Tony! Tony, are you okay? Speak to me," said Jim.

"Wha' happen'?" asked Tony. His speech was slurred and his vision was still a little out of focus. He brought a hand up to his left cheek and winced. "And why does my cheek hurt?"

"Probably for the same reason my hand hurts," said Penny dryly, holding up her right palm which was as read as Tony's cheek. "Your mind was being overwhelmed by the Glitterbot's hypnotic power. I had to do something to snap you out of it before it took you over completely. You can be so dumb sometimes, Tony. I told you that you weren't ready for that level of power yet. You never listen to me."

Jim helped Tony to stand up. "Okay, okay, Penny. You were right. You get your gold star for today. You want to lay off a little?"

"No, I guess I deserved that," relented Tony, hanging his head. "Although I'll never admit to it in court, Penny was right."

Penny allowed a small smug smile cross her lips for about two seconds until a young female voice shouted, "Of course she's right. Princesses are always right."

Tony, Jim, and Penny all turned around and spotted the Dark Princess standing on a rock ledge above the entrance to the Color Cave looking down at the three teenagers with absolute contempt. Count Blogg was right beside her, looking like an Arab Shiek with his hands in the sleeves of his green robes.

Two swords and a staff were drawn and pointed directly at the Dark Princess as Tony, Jim, and Penny each stuck a battle stance with Tony in the front since he was already transformed.

"It's high time we exterminated these pests," the Princess continued in a light, airy voice.

"The only pest around here is you, Your Royal Heinous Highness," spat Tony.

"This is your only warning. Release the Sprites and leave Rainbow Land now," ordered Penny.

The Dark Princess scowled in fury. "How dare you threaten me?! I will not take that from anyone, even fellow royalty. I'm not leaving until I have every Color Crystal in that cave."

"Why do you want them?" asked Jim. "You can't use them like Rainbow Brite can. What are you gonna do? Make chandeliers out of them."

"They are crystals, you silly boy," the Princess mocked. She flashed the rings on her fingers. The trio of teenagers was momentarily blinded by the light bouncing off the stones. "I draw my power from all gems. When I add the Color Crystals to my collection, they will make me invincible."

"You can't have them," shouted Tony.

"I always get what I want." The Dark Princess snapped her fingers and the Super Stars heard a rhythmic thumping growing louder and louder. Glitterbots were coming towards them. There were hundreds of them. A long column of the robots was marching up the mountain path from both sides of the Color Cave. These Glitterbots looked different that the ones the Stars had fought before. They were at least a foot taller. The gold metal plating on their bodies was much thicker. Long sharp spikes were sticking up out of their shoulders. Gun barrels were mounted on there arms. Their eyes were still glowing red, but the gems that sat on their heads were a very deep purple, almost black. The first set of Glitterbots had looked almost comical, but it was obvious that these were machines designed for war and there was nothing funny about them.

The Dark Princess snapped again and all the Glitterbots in the front lines raised both their arms and shot thick black energy beams at the Super Stars.

"_Plasma Shield"_

The energy blasts stopped in mid-air as they hit the golden energy barrier Tony had erected. Penny and Jim raised their weapons and shouted.

"SUPER STAR POWER!"

There were two flashes of light and Penny stood in her deep blue martial arts uniform and Jim was in his green jumpsuit and headband. The three teens stood back to back. Penny and Jim nodded to Tony who dropped his Plasma Shield. Dodging energy blasts, our heroes leapt into action. Penny and Jim split up to take care of the Glitterbots. Tony started to follow Jim to help, but Jim turned back to him and said, "Tony, take care of the Dark Princess. Penny and I can handle these Rust Buckets."

Tony wanted to argue, but he knew the Dark Princess was the source behind the Glitterbots. If they destroyed these, more would just come. He nodded and, trusting his two friends to keep the robots away from him, stood right at the Color Cave entrance, directly underneath the Princess.

"What's the matter, Princess? To afraid to fight your own battles?" taunted Tony.

"Royalty always sends the lackeys in to do the dirty work," said the Princess. "Fighting is for the barbarian lower class. However, if we must, come up here and I'll be glad to destroy you."

Tony smiled. "Actually, I'd prefer it if you came down here."

"_Plasma Blade_"

The Toon Sword burned with a blue aura as Tony swiped the sword in the air in front of him. An arc of blue energy flew out from the sword and cut smoothly through the base of the rock outcropping the Princess and Count Blogg were standing on. Expressions of shock and horror crossed the villains faces as they tumbled a short distance down the mountain's face and landed to the right of the Color Cave entrance. The large rock they had been standing on slid down with a screeching noise and although the Princess managed to get out of its way, the rock did pin Count Blogg against the cliff wall. His muffled cries for help were ignored by both the Princess and Tony.

"You little brat," shouted the Princess. "How dare you do that to me? You have all but ruined my best dress. ARRRGH!" The Princess thrust out her hands and Tony had to do some fancy footwork to avoid the dark bolts of lightning.

Meanwhile, Tom had been inside the Color Cave all this time. He came out with yet another Sprite (violet this time) and noticed the battles that were now raging outside.

"Hey, how come I didn't get invited to the party?"

"It's not a party, Tom," said Jim tensely as he used his staff to knock the Glitterbots back down the path. "We've got a battle going on here."

Tom folded his arms and looked away. "Either way, I didn't receive an invitation."

"Will you just help us?!"

"Okay, okay," Tim held up his hands imploringly. Drawing his mace, he shouted "SUPER STAR POWER!" and transformed into his super-strong hero self.

"Another guest to the party?" said the Princess.

"So there IS a party?" asked Tom.

"I was saving these for reinforcements, but I wouldn't want your friend to feel left out." Once again, the Princess snapped her fingers and another column of Glitterbots appeared; not from the mountain paths, but right on the edge of the cliff, flying with the help of jet boosters in their feet.

Tom saw them and immediately stepped forward. "I'll handle these guys," he said in a deep confident voice. Tom stuck a pose with his arms out, as if he were about to launch himself into the sky, but he didn't move. "Oh, right. I can't fly. And I left my jetback in the ship. Darn." He turned toward Penny who was weaving in and out of the Glitterbot's legs, using her sword to slice them at the knees. "Hey, Penny! Can we switch?" Tom was knocked down by a blast in the back from the Glitterbot's lasers.

The new armor and weapons made the Glitterbots tougher, it was true, but they were still no match for the super-powered teens. Penny's sword sliced through the robot's legs and arms. Then, a little lightning was enough to disable them permanently. Jim, with his staff a green blur, knocked the Glitterbot's back into the rear lines and sent them tumbling back down the mountain path. Once Tom picked himself up, he used his mace to fire spiked steel balls at the flying Glitterbots and managed to grab hold of those that came to close and throw them against the ground.

Despite all this success, the Super Stars could do little more than delay the oncoming robot horde. The problem was that they were even more outnumbered than in their last battle and Tony was too busy fighting with the Dark Princess to help out. He was able to dodge the Princess' dark lightning at long range, but he couldn't get close.

"You can't outrun me forever!" shouted the Dark Princess.

"We'll just see about that," said Tony. Summoning his super speed, Tony became a golden blur, zigzagging around the Princess to confuse her. Then he turned on a dime and shot straight toward the Princess on her left side. Her aim was too good, though. Tony managed to get within three feet of the evil monarch when the dark lightning hit him and blasted him back at least thirty feet.

Tony sat on the ground, his hair and costume singed and smoking. "Okay," he said in a rough voice, "one point for you."

Above the battle, hiding safely in an alcove of rocks and dense brush, Smithe and Max watched with barely contained glee at seeing Tony getting zapped by their ally.

"Ha, take that Tony." Max was practically giggling.

"We may not even need the Montromurk," observed Smithe. "Dr. Claw will soon have control over all the colors in Toon World.


	7. Special Report

**We interrupt this story to bring you this Special Report.**

A television news program has just started. A female white beagle wearing a pink dress and high heels is sitting behind a desk holding several papers in her paws.

"Good afternoon. I'm Sweet Polly Purebred with this special report. Readers at home may wonder why a villain as despicable and evil as Doctor Claw would bother to spend so much time and resources in order to gain control of Rainbow Brite and Rainbow Land when there are undoubtedly richer worlds and more powerful Toons to conquer. What our readers may not know is how important color is to the Toon World. Here to explain the significance of color is self-proclaimed expert on all things existing or otherwise, Professor Ludwig von Drake."

Sweet Polly turned in her chair towards the television screen mounted behind the desk. The screen showed some kind of laboratory with many multicolored charts on the walls, beakers on tables and large machines with blinking lights. Standing in the middle of this lab was a white-feathered duck wearing a pink shirt, a black tie, and a bright red coat. He was cleaning a pair of spectacles which he placed on his bill before speaking in a thick German accent.

"Thank you very much, Ms. Purebred. Welcome, welcome to my laboratory. We are here today to discuss the subject of color. Now, color is very important to the Toon World because color is linked to emosions. You know, things like, red is associated with anger and green means jealousy. (Von Drake held up a CD case with a pitcure of himself holding a guitar on the cover.) If you want to go into more detail about color and emotions I explain it very well in my song "_The Green with Envy Blues_" which is available in the lobby for $19.95. Ho, ho. But enough of that."

"You see, Dr. Claw wants to gain control of the color so that he can get control of Toon's emosions. Or even worse, he wants to get rid of the color so he can make everyone depressed and lazy and it will be easier for him to take over. He won't have to fight anyone. He'll just knock on your door and say "Hello, may I conquer you?" and people will say "Whatever." in one of those monotone voices teenagers use and then before you know it everyone is singing the M.A. national anthem which, by the way, will never be for sale in the lobby. So anyway, that is why color is so important to the Toon World. Plus, if we didn't have color, you wouldn't be able to marvel at my brand new red lab coat." The Professor turned around a few times to show off his coat.

Back at the television studio, Sweet Polly Purebred hesitated before speaking. "Um, Professor? I'm sure you realize that this is a written story. No one can see your coat."

"Are you saying I should have worn the blue one?"

Sweet Polly turned away from the screen and faced forward. "Thank you Professor Von Drake. This concludes our special report. We now return you to the battle already in progress."


	8. Showdown at the Color Cave

The Princess was charging up a massive lightning strike to finish the Toon Master off. Tony realized his standard super powers were not going to cut it in this fight. He had to tap into a Toon power if he was going to win. Remembering his earlier failed attempt to use Professor X's powers, Tony quickly racked his brain for someone else. Someone with a simpler power. _She can't hit me if she can't see me._

_"Violet Incredible!"_

The Princess unleashed her power at the same time Tony simply vanished from view. The lightning crashed against the ground and shook the mountain so much even Smithe and Max felt it in their hiding place. The Princess looked around with fire in her eyes. She knew the Toon Master was still there. She started throwing bolts of dark lightning out in random direction, hoping they would hit Tony and becoming angrier every time they didn't.

Midway through launching another bolt, the Princess doubled over in pain. She felt like someone had hit her in the stomach. Her head whipped back and forth as two more invisible blows connected with her chin. The Princess backed away, not even sure which direction she should back away from. Like a hand wiping away steam from a window, Tony returned to view right in front of her with a big grin.

The Princess looked ready to chew Tony's head off. She fired more lightning, but Tony became invisible once more and the dark energy missed. The Princess was reduced to firing randomly again.

"What's the matter, Your Highness?" asked Tony's voice from who knew where. "Can't you aim straight? Maybe you need glasses."

Locking on to where she thought Tony's voice had come from, the Princess launched a lightning bolt in that general direction only to have it stop dead in mid-air and come flying back. It hit the Princess and she was momentarily charged with a deep purple aura before he body became a stiff, opaque crystal.

"Your Highness," shouted Count Blogg who had managed to wiggle out from behind the rock.

Tony returned to view, his sword held in front of him. He had used it to bounce the Princess' energy back at her. He walked up and examined the now crystallized villain. "A bit big for a necklace, but maybe it'll give some nice pigeons a good home."

The crystal statue started to rock back and forth and a loud cracking noise filled the air. This time it was Tony who back away just before the crystal shattered to reveal the Dark Princess, completely unharmed.

"You foolish child," taunted the Princess. "You cannot defeat me with my own power."

Disappointed, but not about to give up, Tony pointed with his sword. "I'll just use a power I KNOW can defeat you."

_"Rainbow Brite!"_

Tony felt himself flush with energy and happiness. All of a sudden, the sunlight seemed so much brighter and colors were much more vibrant. Tony found he could pick out individual hues as easily as selecting a round peg from a group of square ones. He glanced at Jim, who was closest, and noted that his green costume was actually composed of at least five types of green including olive green and forest green. He returned his attention to the Dark Princess who was prepared to do battle again.

"Let's see how you like this!" Tony let the energy stored within him flow through the sword, pointed it at the Princess and watched as…absolutely nothing happened.

"Uh…wait, wait." Once again, Tony charged the sword with energy and pointed it, but once again, nothing happened. The Dark Princess looked on, confused as Tony shook the sword a few times like a person trying to get the batteries in an old flashlight to work. He tried a third time, but the power still would not work. "Where's the rainbow? There's supposed to be a big, bright, trap-you-in-its-colors rainbow coming out of this thing." It was then that Tony recalled Rainbow Brite cartoon episodes he had watched as a child and he remembered that in order to use her Color Belt, it needed Star Sprinkles.

Tony's shoulders slumped. "Oh, man. Today's just been full of unpleasant surprises."

"And here's one more." The Princess shot lightning at Tony, who was too distracted by his lapse of memory to dodge it. He was sent flying through the air into a cart full of freshly mined Color Crystals. The Super Stars saw Tony go sailing, but they were still pinned down, unable to help as the Dark Princess slowly advanced on the Toon Master.

As he lay in the cart, dazed, his skin tingling from the lightning blast, and being poked and stabbed in the back, arms, and legs by extremely sharp crystals, Tony admitted, "This is still better than being at the family reunion."

As he struggled to free himself from the cart, Tony noticed that the Toon Sword was glowing, giving off a faint white light. More white light filled the inside of the cart as the Color Crystals all around Tony also started glowing. Tony realized that he was still tapped into Rainbow Brite's power and the Color Crystals were reacting. "Well, they're not Star Sprinkles, but I could give it a try."

The Dark Princess was drawing closer to the cart, intent on snuffing out Tony for good, but before she could let loose more lightning, a bright light spilled out of the cart, blinding her. There was a loud hum, followed by a sharp crack, and then the light began to subside. When she could finally see again, the cart was in pieces and all the Color Crystals that were in the cart had disappeared. In there place, was Tony, standing tall with his sword in its sheath and outlined in a bright aura of color.

"Nice light show," said the Princess. "Here's one from a professional." Thrusting out both hands, she poured all her anger and hatred into her dark lightning. It arced through the air like a shower of arrows, but never reached its target. With only a hand gesture, Tony surrounded himself with a rainbow shield that easily blocked the lightning. The Princess stood stunned.

"You wanted Color Crystals?" asked Tony. "Here, have some." Now Tony threw out his hands and hundreds of colorful shards of energy burst from his palms. The Princess tried to use her powers to protect herself, but she could not block all the shards. Several got through her defense and left shallow, but painful cuts on her face, arms, and legs.

"Hey, Rainbow Brite's power doesn't work that way," whined the Princess.

She was right. As far as Tony knew, Rainbow had never done anything like he just had, but it was AWESOME. Tony focused his energy and created a small rainbow which, at his mental command, twisted itself into a small, tight cylinder so that now Tony was holding a rainbow staff. He charged at the Princess. She threw bolt after bolt of lightning at him, but the staff blocked the bolts and sent them flying harmlessly to the side. The Princess' eyes filled with panic as Tony reached her and drove the end of his staff into her stomach. The Princess gasped, but grabbed the end of the staff on reflex. This was just what Tony was hoping for. He whipped the staff over his head and sent the Princess flying. She landed with a dull thud on the ground.

Tony turned a scowl to Count Blogg who had just watched his great Princess get thrown like a rag doll. With a meek "Goodbye" he ran off.

His battle with the Princess ended, Tony was finally able to see the extent of his friend's battles. They were still greatly outnumbered. Tony thought maybe he should even the odds. He floated straight up until he was at eye level with the Glitterbots. His rainbow staff faded from existence as Tony summoned more rainbows and twisted them into discs, similar to Xena's Chakra. With a flick of his wrists, the discs whistled threw the air leaving long color trails behind them. They easily sliced threw the Glitterbot's necks until it was raining giant robot heads. Penny, Jim, and Tom dispatched the last few remaining robots and ran over to Tony who had just landed.

"Wow, Tony," said Tom. "You are your own Christmas tree."

"How did you do that?" asked Jim. "I didn't know Rainbow Brite's powers worked that way."

"They don't," said Tony. The colorful aura was still surrounding him.

Penny thought for a moment. "It must have something to do with the fact that Color Crystals are unrefined, unlike Star Sprinkles. The crystals gave you some kind of enhanced version of Rainbow Brite's powers. Raw energy is often more powerful than refined energy, but harder to control. That was actually pretty impressive."

"Whoa, did you just compliment me?" asked Tony in mock surprise.

"Well, don't get used to it."

A soft scrapping noise made the four teenagers turn around. The Dark Princess was picking herself up off the ground. She looked bad. There was dirt in her hair, rips in her dress, and dozens of bruises and cuts. Her makeup was smudged and smeared, giving her a primal look that was intensified by the burning hatred in her eyes.

"This isn't over yet!" The Princess was screaming so loudly it was almost impossible to make out what she was saying. "I will have my revenge."

"You'll be hearing that phrase a lot Tony, so get used to it," whispered Jim.

The Dark Princess started charging up energy to destroy all four heroes, but Tony wasn't going to give her the chance. Instead of summoning rainbows, he summoned small thin strips of color that snaked their way to the Princess and struck every single one of the gems imbedded in her rings and necklace. The stones glowed brightly for a second before, one by one, they exploded like firecrackers. The dark lightning fade away as the Dark Princess was rendered powerless. She ran off just like Count Blogg, crying over the loss of her precious gems.

"Nice work, Toon Master," said Jim.

Tony smiled back his thanks. He felt exhausted. He must have run out of Color Crystal energy because the colorful aura surrounding him flickered once and then faded away. A great drone could be heard from inside the Color Cave. Hundreds of Sprites poured out of the entrance and surrounded the Super Stars, all of them chattering there thanks. Only Tony could understand their language, but the others got the gist.

"You're all very welcome," said Tony, waving at the crowd of Sprites. "We were glad to help."

"Rainbow Land will be safe for a while, at least," said Penny. "Let's find Mary and head home."

"Who's up for some foosball back on the ship?" asked Tom.

"Plan on it being a short game," said a deep voice. At the same time, a dark shadow fell across the landscape. Everyone looked up and saw a great grey cloud floating just overhead. This wasn't any cloud, though. It had thick muscular arms and a small head with thick black mustache and two soulless black eyes.

"Did that cloud just talk?" asked Jim.

"It's the Monstromurk!" shouted Tony. The Sprites shrieked in terror. Some ran back into the Color Cave. Some ran down the mountain path to the city. Some just ran around in circles.

The Monstromurk raised its hands above his head and its face scrunched up in concentration. A grayish-blue orb of energy formed between his hands. Then, it brought its hands down and a beam of large grey rings shot straight at the Super Stars. The Stars had recovered from the surprise of finding this new enemy in their midst and just barely jumped out of the way. The grey rings struck the ground and what once had been yellow-brown colored stone and sand was a light grey dust.

"Ah, slag it!" cursed Tony. "If that beam hits us; kiss our colors goodbye."

The Monstromurk filled the air with his grey energy rings. It was all the Super Stars could do to protect not only themselves, but also the Sprites that had remained. Like puddles after a storm, grey splotches were appearing all over. The Super Stars tried to fight back against the gaseous monster, but their weapons had no effect.

"_Plasma Pulse_"

Tony unleashed his spinning disk of blue energy. It hit the Monstromurk dead center in his chest only to pass right through him like smoke. It didn't seem to do the least bit of damage.

"Ha ha ha," jeered the Monstromurk. "Is that the best the mighty Toon Master can do?"

"Well, it's been a long day," said Tony.

The Monstromurk raised his hands to gather energy for another blast. Tony racked his brain for an idea, but he already knew the only power that could work against the monster before him. He couldn't summon it though. He was out of Color Crystals, he had no Star Sprinkles and he doubted the Monstromurk would agree to a time out while he went to get some.

"Tony. Catch."

Tony looked to his left. Jim was throwing something at him; it was just what he needed. A large jagged stone, as blue as the ocean, spun in the air. Tony caught it in his left hand and could immediately feel a warmth spread from the Color Crystal into his body. Acting on instinct, Tony channeled this warmth into the Toon Sword.

"_Rainbow Brite!_"

A spectrum of colors flashed along the Toon Sword's blade before a huge shining rainbow burst from the tip of the sword just as the Monstromurk attacked. Brilliant colors met crackling grey energy in midair causing a cacophony of blazing white light. The two warriors put as much energy as they could into their attacks, but neither one was able to gain the upper hand.

"You see, Toon Master?" shouted the Monstromurk. "You're power alone cannot defeat me."

"Who said he was alone?"

All heads turned to see Starlight galloping toward the battle at full speed with Rainbow Brite, Twink, and Mary on his back, the latter carrying a small glass bottle with a cork. The same bottle the Monstromurk had previously been imprisoned in.

"Hang on, Tony!" shouted Mary.

A spasm of fear crossed the Monstromurk's face as he realized what Mary was holding. Without thinking, he pulled one hand away from his battle with Tony and shot a blast of grey energy that hit the ground right at Starlight's feet. The mighty horse reared and threw all three passengers from his back.

"Sorry," said Starlight meekly.

The distraction had weakened the energy attack that Tony was now facing and he managed to inch his rainbow ever closer to the Monstromurk, but the grey giant, realizing his mistake, redouble the power behind his attack, stopping the rainbow in its tracks.

"You will never trap me in that bottle again!" bellowed the Monstromurk while he kept stealing glances at Mary.

Rainbow Brite picked herself off the ground, checked to make sure Twink and Mary were okay, and ran to stand beside Tony. She glared at the Monstromurk and touched a finger to the rainbow symbol on her belt. The belt glowed and a second rainbow shot up into the air to join Tony's.

And now, with two rainbows working together, Tony and Rainbow Brite were winning the battle. The Monstromurk threw his arms out farther, trying the put even more energy behind his attack, but it wasn't enough. The two hero's powers sliced right through the Monstromurk's evil energy and hit him full in the face, forcing him to crash down to the ground.

As the two rainbows faded, Tony shouted at Mary, "The bottle."

A little dazed, but determined, Mary ran up to the fallen monster, uncorked the bottle and pointed the open end at the Monstromurk. Immediately, the Monstromurk's cloud-like body was sucked into the tiny bottle as he screamed "NOOOOOO!" It only took a few seconds and the Monstromurk was trapped once again in the bottle that had held him for the past seven centuries.

As soon as they were sure the danger had passed, everyone ran up to Tony and Rainbow Brite to congratulate them on winning the battle. They were so busy celebrating, no one noticed Murky and Lurky peering out from behind a bush. They had witnessed the entire scene.

"Gee, Murky," said Lurky, "does this mean we don't get to keep our new uniforms?" He indicated the black suit with the MAD insignia he was wearing.

"Come on, Blubber Brain." Murky roughly grabbed Lurky's large nose and started dragging him along the ground. Together the evil duo got back to the Grunge Buggy and raced back to The Pits, unnoticed except for the two M.A.D. generals still kneeling in the rocks above the Color Cave entrance.

"Well, that's just great," said Smithe, his armor clanking together as he stood up. "This has been a stupendous waste of time. Now I've got to go tell Dr. Claw that your plan went bust."

Max nodded as Smithe turned to walk away. "Yeah, he's not going to like…wait a minute. What do you mean MY plan?" Max sprang up and started shouting at Smithe's retreating back. "This wasn't all my idea. You were in on it too. Yo. Hey. Are you listening to me? Hello?"

**A little while latter, once all the color drained by the Monstromurk had been restored, Rainbow Brite and the Color Kids gathered at the Color Castle to thank Tony and the Super Stars for saving the day.**

A great sea of Sprites, all chattering very rapidly, surrounded the teenage heroes as they prepared to head back to Toon Town. Rainbow Brite was standing in front of the Color Kids, all lined up in a row, in rainbow order of course. The Super Stars had changed back to their civilian forms including Tony, who was blushing not only with excitement since his first official mission had been a spectacular success, but also with slight embarrassment at being personally thanked by one of the most important people in the Toon World.

"We just can't thank you enough, Toon Master, for saving our world," said Rainbow Brite sweetly.

"Yeah, you and Rainbow sure let the Princess and that Monstromurk have it," said Buddy Blue as the other Color Kids nodded earnestly.

"Oh, call me Tony and it was nothing."

"It wasn't nothing, Tony," squeaked Canary Yellow. "If you hadn't been here, Rainbow Land would have been destroyed."

"I know, but it's just something I though heroes were supposed to say," said Tony. "And anyway, I couldn't have done it without all the training the Stars have been giving me."

Penny, Mary, and Tom all modestly waved off the praise, but Jim flexed his muscles and said, "Yeah, well you know. Just doing our part. Being heroes. Saving the Tooniverse. Getting a reward kiss?" He looked hopefully at La La Orange.

"Well okay, but just one" said Tom as he hugged Jim and attempted to kiss him on the cheek.

"GET AWAY FROM ME!"

Mary giggled at the two boys and Penny looked like she was trying hard not to laugh too. "I think we'd better go," she said and turned toward the open hatch of Toon Force One. Mary, Jim, and Tom followed.

"Come one, Tony," called Mary.

"Yeah, just one second," answered Tony. He waited to make sure they were all aboard the ship before turning back to Rainbow Brite and saying, "Rainbow, it's been a real honor to meet you and…(Tony took a small notebook and a pen out of his pants pocket )…could I have your autograph?"

Rainbow Brite stood there with a confused look on her face for just a second before Penny appeared at Tony side, grabbed his ear, and started pulling him toward the ship.

"Oh, come on…just one autograph…okay, how about a photo."

"I'm telling you, he threw me. I was just sitting on the couch, minding my own business, when suddenly for no reason Tony came up behind me, lifted up into the air, and tossed me through the door." Damien was frantically explaining to both his and Tony's parents how the wooden doors to the recreation room got broken. At least, he was explaining his version of the story.

"My darling, your cousin threw you like a rag doll?" asked Lucy.

"Yeah, that's right," said Damien, eager to agree with his mother. Then he had a second thought and said, "Well, not like a rag doll. I mean I put up a pretty good fight when he grabbed me from behind."

Carl turned to his brother. "Howard, this is simply unacceptable. That door is hand-crafted mahogany. I always knew your son was destructrive, but…"

"Oh come now, Carl," interrupted Tony's dad. "You believe a fourteen year old teenager is strong enough to toss your eighteen year old son through a solid wooden door?"

Carl seemed to have trouble rebuffing this argument. Instead of arguing, he asked, "Well, where is that boy now?"

"He ran into the bathroom right after he threw me," Damien quickly answered. He immediately led the group around the corner to the closed bathroom door. A light was shining from under the door and they could hear the ceiling fan on inside.

"He's been in there all this time?" asked Howard skeptically.

Carl raised his arm to pound on the door, but before he could, it opened and there stood Tony looking quite surprised at the crowd surrounding him.

"Gosh, I didn't realize there was a line outside."

His Uncle Carl got right in his face. "Young man, I expect you to pay for the damages to my Rec Room."

"Damages?" asked Tony, with a puzzled look on his face.

"Don't play coy with me. You were in the Rec Room with Damien when you threw him through the door." Damien wore a smug grin behind his father's sholder.

"I was never in the Rec Room," said Tony. "I got something to eat once the party started and then had to rush into the bathroom and I've been in there since then."

"You were in the bathroom all this time?" asked Howard. "Why?"

Tony beckoned his father closer and spoke in a whisper, but he made sure everyone could still hear him. "Well confidentially, I found the surprise in Mom's Potato Salad Surprise."

"That would do it," said Howard.


End file.
